Never forget
by yeratimelord-katniss
Summary: The Doctor is alive. The Doctor regenerated. The Doctor doesn't remember me. The words ran trough Katherine's mind on a loop. She didn't know what to do. She didn't know how she was going to do to make him remember her again. What she did know was that she had to run, and fast, or else the whole thing was going to fall trough before it even started. Doctor/OC Time Lady
1. Prologue

**AN: Hi guys. Thank you for clicking on this story, I really hope you'll like it. English is not my first language and this is my first story ever so if you see any mistakes please bear with me, and any constructive criticism is very welcome. Any and all reviews will be much appreciated and... that's it. If you have any questions I'll try to answer them. Enjoy.**

 **DISCLAIMER: I do not own _Doctor Who_ or it's characters. **

**CLAIMER: I do own Katherine and a really old and slightly usless laptop.**

 **Prologue**

The Katherine really hated university. Oh, she _loved_ learning and finding out new information. She loved grasping new concepts and revelled in the satisfaction of finally mastering a difficult lesson, but the one she was hearing at the moment was boring her to tears. The new astrophysics professor had potential and his teaching style was actually rather good but the so called challenging stuff the advanced class was working on at the moment was something she had mastered in her first year at the Academy, when she was barely more then a time tot. She knew she wasn't being exactly fair, as she had the unfair advantage of having a few more centuries of experience then the other students had and her brain was far more developed then theirs was ever going to be, but she was so _bored_ and hadn't had a good nights sleep for over two years -she had the right to be a bit grouchy. She practically ran out of the classroom as the bell rang, checking her phone when it vibrated in her pocket. The screen flashed a dull white under the black letters of the message from Mickey.

 _I nd Rose Traf sq till 2. if u wnt c y._

Katherine rolled her eyes both at her friend's atrocious spelling and his obvious reluctance at her coming. She debated going for a moment, just to spite him, but figured she'd better leave the lovebirds alone. Another hour third-wheeling and constantly being reminded that _her_ other half wasn't with her was the last thing she needed. Besides, Rose and Mickey had only recently gone from being best friends to couple and were just figuring out how they worked. Katherine would just be in the way. Decided, she crossed the road to the bus station and typed back.

 _Can't come. I'll see you tonight._

Katherine smiled as she saw her bus coming -miraculously- on time and jumped in. Ignoring a leering teenager at the doors she rushed to an empty seat, pulled on her headphones, and settled in for a 40 minutes long ride to the Powell Estate.

∽··∽

"Katherine! Rose! Are you home?"

Katherine looked up from the book she was reading and marked the page she was on with a beautiful feather. Both the book- _Inkheart_ \- and the feather were birthday presents she got two weeks ago. The feather was from Jackie, along with a big bar of dark chocolate- though _that_ was long gone- and the book from Rose. When Katherine read the book title she couldn't help but laugh -though not because she had wanted to buy the book herself as she told Rose. When it was time to decide what her name would be before the Naming Ceremony, she was torn between Ink- because she loved writing, and Katherine-the name she'd read meant pure. She had decided on Katherine when her father died just two weeks before the ceremony, wanting to be reminded of him. He used to say she had the purest hearts on Gallifrey, even turning it into a term of endearment-Purest of Hearts. Oh, her mother had been _so_ angry at her for choosing an Earth name and not a respectable, Gallifreyan one-like her classmate at the Academy, Romanadvorandrelundar, did- but she wasn't the only one. Ushas had chosen the Earth name Rani which meant queen, and since her mother had a soft spot for her, she eventually allowed it (not that Katherine would have listened to her had she forbidden it).

Somehow Rose not understanding the irony made it all the funnier. Mickey had -in typical Mickey fashion- bought her a knife sharpener, one that was easier to handle than the usual big stick of metal. " _So you don't have to ask me to sharpen your knives every time you want to slice something."_ was the explanation for the gift. Katherine thought it was cute, but she made sure to make him sharpen at least one knife whenever he came over to the Tyler's flat all the same.

"I'm in my room!" Katherine yelled. Katherine Smith was the name she had always used as an alias, but never for such a long time. It will be three years next weak. Three years that would have been pure torture had it not been for Rose, Jackie and Mickey. They were horrifying as they were, and at times Katherine was sure the pain and emptiness would swallow her whole, but the wonderful humans were the light that kept the worst of the darkness away. She still had nightmares, and some days she barely could make herself get out of her bed, but it was better than the terrifying emptiness that was her life before Jackie Tyler invited her for dinner, claiming she was far too skinny. Three years were hardly anything to the usual Time Lord standards, but somehow living on Earth made it seem like it's been centuries, not years. As it was, it's been so long that she's been pretending to be human; sometimes she forgot Katherine Smith was just an alias and not her real identity.

She checked the clock and reluctantly changed from her comfy t-shirt and shorts into blue jeans and a white shirt- her work uniform minus the green apron. She had to be at _Manny's_ by 4 o'clock, so that gave her about half an hour. She pulled her hair into a quick ponytail and ran out of the flat with a kiss and a yelled "Bye!" to Jackie.

∽··∽

It seemed the day was destined to be the slowest and most boring day of the year, and Katherine spent most of the day staving off boredom and -previously happy, but now tortuous- memories in turns. There was an itch at the back of her mind- a phantom pain that seemed stronger today than it usually was- at the place where her Bond used to be. It was with a sense of _déjà vu_ that she rushed out of the restaurant and went for a walk.

The hours were the only good thing of Katherine's boring waitressing job. Her morning shift was from 8 a.m. to 3 p.m. with an hour long break at eleven, and her afternoon shift started at 4 and ended 11 p.m. with a break at 6 p.m. That meant she had an hour of freedom before she had to head back to Manny's .

The air was wonderful – just warm enough to not be cold- and the wind wasn't so strong it would be a bother. Katherine took a deep breath as she roamed the streets of London. She walked with no real direction, being just careful enough as not to go too far and not have enough time to go back. The itch in her mind turned to tugging and Katherine cautiously followed it, not allowing the small spark of hope to develop into something more. It would inevitably end in another heart break.

She turned left at a crossing, passing by a corner shop, and abruptly stopped. Sitting there, in a niche between a shop and a hair salon was the TARDIS. _Katherine's TARDIS_. A woman with two children passed by, not even giving it a glance. A gentle –joyful, Katherine realised- tug on her consciousness shook her out of her stupor and she ran the few steps separating her from the wonderful time machine. As she laid a hand on the worn wooden door –and before she could reach for the key hanging on a chain under her shirt- the door slid open.


	2. Rose

**Rose**

 **DISCLAIMER: I do not own _Doctor Who_ or it's characters _._**

 **CLAIMER: I do own Katherine and a really old and slightly usless laptop.**

The Katherine stepped in the TARDIS in a daze. She didn't notice the door slam shut or the blister she got last weak throb in protest of her running. What she did notice was the TARDIS fully entering her mind, joyful and exited. After three years of complete and utter silence in her head, someone connected with her. It was almost overwhelming, and Katherine didn't care that she might've looked weak or that her knees will definitely have bruises by night as she sunk to the floor. The tears she shed were both sad and happy -because however much Katherine has missed the TARDIS and the mental contact, it brought in sharp relief what she had tried to ignore. The reason why Katherine couldn't mentally connect with anyone. _They were all dead._ All the other TARDISes -with whom Katherine had spent most of her life, her parents and her mischievous –and often annoying- brother. Her husband. All the Time Lord's of Gallifrey, every little time tot. They were all dead. _Because of her._

Katherine shook the painful thoughts away as she stood up. She wiped her tears and walked to the console on slightly unsteady legs. She stroked the console, in deep thought. A hope –one she didn't manage to quench completely, one that has burned brighter and brighter since she started following the insistent tug on her mind -rose to the surface of her thoughts.

"I-is… is the Doctor alive?" She asked, her voice breaking on the last word.

The TARDIS hummed a happy affirmative, the lights blinking. The Katherine let out a shuddering breath, uncaring of the tears slipping down her face.

"Whe-where is he? Is he here?" An exited laugh bubbled past her lips as she looked around the changed console room as if Doctor would to pop out of the wall at any moment.

The TARDIS hummed softly, sadness leaking through their reconnected bond. Katherine froze.

"What happened? Is he alright?" Images from her nightmares raised to the front of her mind -the Doctor on the brink of death, bloodied and alone, begging her to help.

"Is he injured?"

The sentient space-time ship didn't answer, but turned on the monitor that flashed a bright gold –getting the Katherine's attention.

A woman Katherine didn't know took the majority of the screen; a generic white background took the rest. It was just her head that Katherine could see, her wild ginger curls covering her shoulders and some of her face. Her dark blue eyes were sad as they peeked through a stray strand of hair. A corner of her lips was pulled up in a sort of sad smile.

" _Hello Katherine."_

Katherine stepped back, startled.

"What?"

" _I know you are very confused right now, and you'll need this information in the following times. This is a recording, so you won't be able to ask questions, even though you'll really want to."_ There was a strange note of bitter amusement in the voice of the woman that a far corner of Katherine's mind decided to call Curly. There was a pause and Curly's face was suddenly devoid of all emotion, the previous amusement abruptly gone.

" _I'll start with the good news. The Doctor is alive. The TARDIS will warn you when he gets close so you can get away without him noticing you."_

"Why would the Doctor noticing me be a problem!?" Katherine couldn't hold in the indignant question. A dark voice in her mind reminded her that he probably hated her, but she drowned it out like she always did- she'd had some practice in the last three years.

The TARDIS hummed consolingly as Katherine stared at the woman's face, frozen with her mouth half-open. She felt rather stupid as she remembered it was a recording and that the woman had already said Katherine wouldn't be able to ask questions. She took a deep breath and held it as the TARDIS resumed the feed.

" _After you so elegantly crashed your TARDIS to Earth, things only got worse. All kinds of horrors resurfaced and as the War went on the Time Lords got more and more desolate. The decadence in action was horrifying."_ Though Curly's face remained blank, Katherine could see the pain in her eyes.

" _The Doctor was crushed with grief of your believed death, but he was eventually convinced that you would want him to fight and not give up Gallifrey to the War. To stop his memories of you tormenting him, he buried them and blocked them away. As Gallifrey fell he regenerated, but it was a violent regeneration and the memories of you were blocked almost completely. If-"_

The TARDIS paused the video feed without Katherine saying anything and she felt an amazing amount of gratitude towards the sentient ship. There were tears falling down Katherine's face –tears she didn't remember shedding. She wanted to scream and shout 'LIAR' at the blank faced woman, she wanted to curl up in a ball and let herself be comforted by her TARDIS, she wanted to run out in the streets and search for the Doctor and beg him to remember her. She did none of that. Curly's word rang true, the TARDIS humming in sad agreement in Katherine's mind. She knew there was more to learn from Curly- the woman's interrupted sentence made that glaringly obvious. Katherine nudged the TARDIS mentally, telling her to resume the recording.

" _-his memories return too quickly his mind will reap the consequences. They could range from his mind getting wiped clean of all memories to his painful death as his mind withered away. However, if they come back gradually -and without your prompting- there will be only minimal danger to his psyche. I think it necessary to add that if you revealed yourself as a Time Lady to him now, it would come as a bit of a shock and just might trigger his memories in a dangerous way. Good luck."_

The Katherine stared at the black screen, the abruptly ended recording leaving her in slight shock. The information ran through her mind on a loop. _The_ _Doctor is alive. The Doctor regenerated. The Doctor_ _ **doesn't remember me.**_ She didn't know how long she stood there staring at the black screen when the TARDIS nudged her mind urgently, flashing her lights. Katherine shook herself out of her unintelligent thoughts and realised what that meant. _The doctor was coming._ An exited thrill ran through Katherine's mind at the thought even as she started for the door, Curly's words running through her mind. _Mind wiped clean- painful death -mind withered away._ She ran out of the TARDIS with her ponytail swinging, blending in with a group passing by, not allowing herself to look around and search for him. She wasn't ready for an encounter with a Doctor who had no idea who Katherine was. She wasn't sure she would ever be.

∽··∽

Katherine had no idea how she managed to get home. The walk was shrouded in a haze in her mind, with a far off recollection of someone bumping into her. She knew she must have looked pathetic as she entered the flat she shared with Rose and Jackie, as the latter immediately hung up on whoever she was talking to at the moment and made her sit on the settee as she made her some tea -which Katherine gratefully drowned.

The background noise of the telly and the banging in the kitchen joined with Jackie's continued chatter on the phone gave Katherine a surprising amount of comfort, allowing her to finally relax her tense muscles. She decided she could agonise over the situation with the Doctor later and just unwind for now – it would be of no use to go into hysterics.

She checked her phone absently and saw she had a message from her boss- Manny, as it was- and couldn't hold back the instinctive cringe at the prospect of an oncoming lecture. She was –understandably- confused when she read said message.

 _Okay, Smith, but you better not come tomorrow if you're still sick. I don't fancy catching your bug.-Manny_

It was with bemusement that she saw a message from her to Manny, sent at 6.43 p.m.

 _Boss, I'm sorry but I won't be able to return after my pause- I had a little pukefest on my walk. –Katherine_

She realised with a silent laugh that it was the TARDIS that sent it and sent mental thanks to the ship. It was obvious to Katherine that the ship had used the usual pattern of her messages to sound like her, using the words Katherine already has. She didn't know when she'll next see the Doctor and she really needed the job – boring as it was. She felt her thoughts shift back to her _situation_ with the Doctor and decided to distract herself with her lovely birthday present.

It was in the middle of chapter five of _Inkheart_ that Jackie's gasp made Katherine look up. The former was staring at the telly fearfully and Katherine joined her as she read the caption, HENRICK'S BLOWN UP glaring up at her from the screen. She was about half-way to the door when they opened and a shaken-up Rose entered, stopping her in her tracks. Jackie rushed past Katherine to her daughter, hugging Rose so tightly it was a wonder she could breathe. The relief that washed over Katherine at the sight of Rose _alive_ was almost as strong as what she felt when the TARDIS 'told' her the Doctor was alive, and it made her distinctively _not care_ that she looked like a sap when she hugged her just as tightly as her mother did as soon as Jackie stepped away.

Rose, it seemed, couldn't bare such pathetic displays of affection one so soon after another so she pushed Katherine away to collapse on the couch Katherine previously occupied with a huffed out "I'm _fine._ "

Katherine joined her on the couch and let Jackie do the interrogation. _No, Rose wasn't in the shop when it blew up. Yes, she was fine. No, she wasn't going to sue anyone. Mum, just leave me alone already!_ As the scare has passed, Katherine felt completely justified in her amusement at her friends' annoyance. She decided she'll ask her own questions later, when Rose was more likely to answer truthfully, and returned to her book.

∽··∽

" _-Central London has been closed off as police investigate the fire. Early reports indicate-"_

Katherine put down her book with a resigned sigh. With Jackie turning up the telly to full volume to keep up with the updates while non-stop chattering with various people on the phone she could barely concentrate on the words. Rose patted her knee consolingly with a half-mocking smile.

"There, there. You'll read after she goes to sleep." was her thoughtful consolation.

"Shut up." Katherine couldn't hold back a smile. "So, want to tell me what it was you didn't want Jackie to know?"

"I don't know what you're talking about." Rose lied unconvincingly.

"It's on the telly." Jackie was telling someone on the phone. "It's everywhere. She's lucky to be alive. Honestly, it's aged her. Skin like an old Bible."

Katherine couldn't suppress a snort. Rose elbowed her.

"Walking in now you'd think I was _her_ daughter." Katherine snorted again. "Oh, and here's himself."

Mickey walked in without knocking and Katherine could see the worry in his eyes as he looked at his girlfriend. Mickey was no stranger to the Tyler flat. He and Rose had been friends since Rose was ten and started following the older boy _everywhere_ despite his grumbling about it. They had only became an item a month ago. Now it was more the other way around, with Mickey usually following Rose's lead –like he did in becoming friends with Katherine.

"Was about time." Katherine couldn't help but rib him with a small smile, only to be completely ignored.

"I've been phoning your mobile. You could've been dead. It's on the news and everything. I can't believe that your shop went up!"

"I'm all right, honestly, I'm fine! Don't make a fuss." Rose said, fighting a fond smile.

"And you," He turned to Katherine. "Andy told me you were sick, and you weren't answering your phone either!" Mickey liked to think he was the big brother in their relationship, despite the fact that Katherine looked to be in her thirties -he said a few years didn't matter. Katherine didn't tell him she had a few centuries on him.

"I'm fine." Andy was a fellow waiter at the restaurant, and Mickey's friend. "And besides, I have no missed calls from you."

Mickey looked confused, then sheepish.

"Did you forget I got a new phone, _again_? It's been over a month!"

The silence was all the answer she needed. Rose laughed, and Mickey apparently decided that it was better to take the limelight off of him.

"Well, what happened?" He determinedly didn't look at a laughing Katherine and focused completely on Rose. He knew from experience that if you tried to stop her from laughing it would make it all the worse.

"I don't know!" and Rose the Bad Liar strikes again.

"What was it though?" Mickey apparently couldn't take a hint. Katherine threw a nut she found on the small table in front of her and missed him. He glared at her and then kindly proceeded to ignore her. "What caused it?"

"I wasn't in the shop. I was outside. I didn't see anything." Rose was avoiding his eyes, though Mickey didn't seem to notice. Katherine rolled her eyes. She was about to cut in the conversation before Jackie beat her to it.

"It's Debbie on the end. She knows a man on the Mirror. Five hundred quid for an interview." Katherine couldn't stop herself from rolling her eyes and then focused on the mother-daughter pair. This was sure to be amusing.

"Oh that's brilliant! Give it here." She took the phone from Jackie and ended the call. Katherine and Mickey shared amused smiles. Jackie wasn't so entertained.

"Well, you've got to find some way of making money. Your job's kaput and I'm not bailin' you out." Katherine could see Jackie was just getting the wind in her metaphorical sails for a proper lection when the phone rang again, distracting her.

"Bev! She's alive. I've told her, sue for compensation. She was within seconds of death."

Katherine ignored the rest of the conversation.

"What're you drinking, tea?" Mickey asked, his tone incredulous. "Nah, nah, that's no good, that's no good. You're both in shock. You need something stronger." Katherine met Rose's eyes and they shared a knowing smile.

"I'm all right." Rose told him.

"And I puked today. I think something stronger was the last thing I need." It wasn't the truth but it was a valid excuse. Mickey seemed to think so too as he focused completely on Rose.

"All right, so Katherine's not coming. But Rose, come on, you deserve a proper drink. We're going down the pub, you and me. My treat. How about it?"

"Is there a match on?" Rose asked, ignoring his wheedling.

"No, I'm just thinking about you, babe." Katherine took a moment to wonder at being surrounded by such terrible liars.

"C'mon Kathy, tell her."

"Don't call me Kathy. And there is a match on, isn't there?" Katherine backed Rose up, annoyed at his chosen nickname for her.

Mickey seemed to have realised they weren't going to buy into his lies.

"That's not the point, but we could catch the last five minutes." At least he had the decency to sound sheepish.

"Go on, then. I'm fine, really. Go. Get rid of that." Rose urged him, pointing at a plastic hand Katherine hadn't noticed before. She blamed it on the craziness of the whole day.

"Yeah, beat it." Katherine teased. "You've taken up enough of our time as it is."

Mickey ignored her in favour of kissing Rose and then took his revenge by giving her a short noogie.

"Bye, bye." He smiled a purposefully idiotic smile.

"Bye."

"Ciao." Katherine teased. Mickey had once confided in her that his first girlfriend and kiss was an Italian girl. He didn't go into detail but it was apparently so bad he still flinched at the sound of Italian language. Katherine couldn't let the golden opportunity go by, mean as it was to tease him so.

Mickey rolled his eyes after the expected cringe, and then proceeded to pretended to be strangled by the plastic arm and leave the flat.

Rose and Katherine shared a commiserating eye-roll ( _men!_ ) before Rose decided to take advantage of the situation.

"So, it's been a really stressful day." She hinted. "I really need to relax..."

"No." Katherine said immediately, knowing exactly what the blonde wanted.

"I've had genuine shock and trauma, just ask mum."

"No."

"Oh c'mon Katie, please?" she stretched out the last word and even put her way-too-effective puppy dog eyes to use, along with her -much preferred- nickname for Katherine.

"Ugh, I'm so gonna regret this," Katherine said with the voice of someone who knew what horrors were to come. "-but _fine._ "

It was a problem to Katherine, how much she allowed Rose Tyler to sneak in her heart. It was a challenge -telling her no- when she knew she would probably be consumed by her darkness if it weren't for the family that practically adopted her. The soldier part of her mind -one that remained after the War, no matter how much Katherine hated it- told her it was a serious tactical disadvantage, allowing someone to have so much power over her. She ignored it.

"Yes!" was Rose's gleeful answer as she jumped right off the settee and towards the CD case, picking what was probably the worst movie of the terrible lot. Rose turned to Katherine.

"Bad telly time!"

The Time Lady groaned. "Do we have to?" Katherine knew she was whining. She just didn't care.

"You promised." Rose's voice was victorious.

That she did. And now Katherine had a few hours of some of the worst movies humanity ever filmed to look forward to. Joy. _Please_ note the sarcasm _._

∽··∽

Katherine didn't have the time to properly question Rose about last night's events thanks to falling asleep halfway through some film she didn't remember the name of, and she was pretty sure that's been Rose's intention all along. She didn't remember she was going to until she was already on the bus station, having been barely coherent before Jackie –lovely Jackie- gave her a thermos full of magnificent coffee as she stumbled out of the apartment, long before Rose's annoying alarm clock rang. She arrived about fifteen minutes late to the day's lecture in maths -but still a good ten minutes before the professor did.

After a good night's sleep –and that must have been the best sleep she had in _years_ \- the events of the day before seemed such a long time ago. She spent the lesson and the next brainstorming –how to find the Doctor, how to approach the Doctor without appearing suspicious to him, how to bear being around him when he wouldn't remember her, etc. Safe to say, she didn't have many answers to any of the questions by the time she was done- which was 3 o'clock. She was somewhat grateful for the day's full schedule as she really needed something to occupy herself with and give herself less time to focus on the fear that kept growing in her –that she would never get the Doctor to remember her safely.

∽··∽

In a contrast to the previous day, _Manny's_ was fuller than usual. Katherine felt annoyed and grateful for the mind numbing work at the same time–though mostly annoyed as it meant she couldn't very well go on her break and leave poor Andy to face the mob-of-hungry-people (as he called the customers) all by himself. She was almost convinced her legs were going to fall off if she didn't sit down soon, and was about to beg Andy to give her five minutes when Rose and Mickey walked in and sat in their usual table, Rose looking a bit glum.

"Hello, my name is Katherine and I will be your waitress this evening." A cheery, over the top voice, a terrible Texan accent and a forced smile- it never failed to make Rose laugh.

Rose did, in fact laugh while Mickey just stared. Katherine figured her accent must have been even worse than usual.

"Hey, Katie."

"So, what do you wanna eat?" She asked, back to her normal voice. "And be quick, I've got hundreds of other people to serve."

Rose listed off the order slowly and with a smug smile -it was the same thing they always got- and Katherine couldn't help but notice how quiet Mickey was being. She blinked as she saw his skin seemed to have a _special_ shine to it. She turned to the kitchen and stifled a snort. It seemed Rose had convinced (forced) him to put on the skin lotion he bought her again. It was an ongoing thing, Rose and Katherine had a bet on how long it would take him to finally snap and admit that no, he didn't buy the lotion because it was something he always wanted to have, but because he didn't know what to get Rose for Valentine's day and it was on sale. It was a terrible thing that stank of plastic, and it was probably really bad for the skin, but Katherine felt he deserved it after he obnoxiously refused her offered help with said gift.

She left their order in the kitchen and went back to serving other tables, wishing she could sit by her friends and chat and _relax_ –not listen to the complaints of a tipsy customer who wanted a _Manny's Special_ , not _Quattro Formaggio_ –even though Katherine distinctively remembered him asking for the latter.

"Your champagne." the northern accented voice brought her up short.

Katherine looked around and saw a back, covered in a leather jacket, standing next to Rose and Mickey's table. Neither of her friends even looked up at him. Mickey dismissively said something, seemingly focused on Rose. You'd think they'd realise that Katherine was their waitress, not a strange northern guy. She crept closer -ready to tell the guy to bugger off- but something stopped her.

"Madam, your champagne." The Leather-Guy insisted.

"It's not ours. Mickey, what is it? What's wrong?" The concern in Rose's voice worried Katherine.

"I need to find out how much you know, so where is he?" Katherine stopped mid-step. Something was up with Mickey.

"Doesn't anybody want this champagne?" The exasperation in the Leather-Guy's voice put a fond smile on Katherine's face -though she turned it into a frown as soon as she realised it was there, confused. There was a strange buzzing in her head.

"Look, we didn't order it." Mickey finally looked up, and then stopped, seeming to have recognised the man. "Ah. Gotcha."

Leather-Guy started shaking a bottle of champagne he held in his hand vigorously. _What was he doing?_ Katherine took a few steps closer, coming to stand almost directly next to him. She barely had the time to notice the half-scared, half-confused look on Rose's face when the man spoke, smiling a manic smile, not seeming to notice Katherine was right next to him.

"Don't mind me. I'm just toasting the happy couple. On the house!"

The cork of the bottle went flying straight into Mickey's forehead, and got absorbed in it. There was a moment of calm which Katherine used to identify the creature posing as Mickey as an auton, and curse her thoughtless dismissal of the obvious earlier before the world resumed moving.

"Anyway." Auton Mickey got up and turned his hand into a chopper, unbothered by the cork which went flying out of his moth. Katherine rushed to Rose and tugged her up, puling out of her shocked stupor, wincing as the auton wrecked the table. Leather-Guy grabbed the auton in a parody of the noogie Mickey gave her the night before and pulled off its head.

The restaurant went in a panic, people rushing to stand up. The tipsy guy Katherine was having trouble with was screaming, soon getting joined by a couple of other customers.

The head in the man's –Katherine refused to call him anything else, regardless of the hope that seemed to grow with every passing moment- opened its mouth.

"Don't think that's going to stop me."

A man -Katherine vaguely recognised him as Andy- was screaming as he ran out of the restaurant, pushing past terrified customers, the kitchen staff on his heals. The body of the auton got up and started flailing about, and Katherine went into action with the certainty that if people didn't get out immediately, they were going to get hurt. She ran to the fire alarm and turned it on. Rose was obviously following the same line of thought as Katherine was and stared yelling, having a much greater lung capacity than Katherine. Like mother like daughter, indeed.

"Everyone out! Out now! Get out! Get out! Get out!"

Katherine pulled Rose towards the kitchen, where she knew was a back exit.

"Come on, we'll never get out that way." She explained shortly when Rose protested.

The Leather-Guy followed, and they ran through the kitchens, the man carrying the plastic head, while the body wrecked the restaurant before following after them.

"Hey" Katherine breathed as they ran towards the exit, unable to stop herself as she realised how familiar the man felt. The hope within her had gone from a small spark to a raging inferno. "I'm Katherine, you are?"

The Leather-Guy, though clearly bemused, answered. "The Doctor. Fancy meeting you."

"Yeah." The breathless reply was the best she could do while fighting the overwhelming urge to throw herself on him and beg him to remember her. Alarm bells were ringing in her head, along with a great big caption of NOT READY NOT READY: ABANDON SHIP. Thankfully, Katherine was always a good actress – and an even better liar, so it didn't show. She just never had to lie to _him_ before.

As they ran out the back door the Doctor ( _the Doctor!_ her mind screamed joyfully) took out his sonic screwdriver and Katherine followed Rose further down the back street. The Doctor sealed the exit shut while Rose inspected the gates at the end of the alley. They were padlocked shut, though that wasn't a problem -Katherine had a key, though Rose and the Doctor didn't need to know that. Even if she couldn't feel her (she could), the TARDIS was standing proud, and to Katherine it seemed she was glowing in a sort of otherworldly light.

Rose, as it was, was past confused and full in freaking out now.

"Open the gate! Use that tube thing. Come on!"

Katherine didn't respond to that as it was obvious Rose was talking to the Doctor.

"Sonic screwdriver." He corrected her, and Katherine couldn't supress a small smile. She had missed the trusty tool.

"Use it! Katie, tell him."

"Um, Rose-" Katherine started but the Doctor cut her off, seemingly not noticing she was there.

"Nah. Tell you what, let's go in here." He gestured to the TARDIS.

He unlocked it and went inside, leaving the girls alone. The Auton Mickey hammered on the metal door, making dents, and making Rose flinch in fear.

"You can't hide inside a wooden box. It's going to get us! Doctor!"

Rose tried the locked gate once again but Katherine pulled her towards the TARDIS.

"C'mon," She said, amused at her next words. "He seems to know what he's doing."

Rose seemed to contemplate resisting before allowing the Time Lady to pull her inside. She stopped as she took one look at the inside and ran outside again. Katherine, on the other hand, found herself frozen, as she took in the magnificence that was her TARDIS. This time, not otherwise preoccupied by the fact that her TARDIS was alive or other such matters, she took in the new desktop. It retained the usual mostly open plan, but the console was more central and the walls slightly curved. The roundels were replaced by brass coloured hexagons. There were coral shapes rising up to the ceiling. It gave the TARDIS a more earthly feel, a bit of a grunge look. Katherine absolutely loved it. Rose ran back in.

"It's going to follow us!"

∽··∽

"The assembled hoards of Genghis Khan couldn't get through that door, and believe me, they've tried. Now, shut up a minute." The Doctor said, ignoring the panicking blonde. Katherine looked away from admiring the TARDIS and put an arm around Rose. It seemed this incarnation of him was rude –a contrast to his sophisticated eight self. It struck her then that she didn't even know which regeneration he was on.

"You see, the arm was too simple, but the head's perfect." The Doctor was talking _at_ them rather than _to_ them. Katherine had seen him do that a lot of times to their companions, but he never did it to her. It was strange –being at the receiving end of it. "I can use it to trace the signal back to the original source. Right. Where do you want to start?" He finally turned to them, remembering they existed.

Rose went first. "Er, the inside's bigger than the outside?"

"Yes."

"It's alien." Katherine stated this time. It was the first thing that fell to her mind, and she had to say _something_.

"Yeah." He answered, nonchalant.

"Are you alien?" Rose's voice was wavering.

"Yes. Is that all right?" Katherine focused on Rose, suddenly very interesting in her answer.

"Yeah." Rose said, and Katherine smiled in relief, nodding at the Doctor's questioning gaze.

"It's called the TARDIS, this thing." The Doctor started explaining and Katherine couldn't help but feel insulted at his calling her -well, their- ship a thing. The TARDIS let out an irritated hum as well. "T.A.R.D.I.S. That's Time And Relative Dimension In Space." Rose burst into tears.

"That's okay." The Doctor said, awkwardly. "Culture shock. Happens to the best of us." Katherine ignored the oblivious Time Lord and turned to Rose, hugging her tightly. Rose returned the hug, relaxing somewhat, before turning back to the Doctor. Katherine didn't fail to notice the blond latch on her hand and hold tightly.

"Did they kill him?" Rose asked the Doctor. "Mickey?" She added at his confused look. "Did they kill Mickey? Is he dead?"

"Oh. I didn't think of that." The Doctor dug himself deep into the metaphorical hole.

"He's my boyfriend." Rose started on him. "You pulled off his head. They copied him and you didn't even think?"

"Rose..." Katherine tried to calm her down, even though she knew it was a pointless exercise. "And now you're just going to let him melt?" Rose sounded slightly hysterical.

The Doctor, of course, ignored the upset human part and focused on the latter. "Melt?"

He turned around to see the Auton Mickey's head was melting on the console, where it was attached by multiple cables. The sight of her friend's copied head melting was grotesque, and rather disturbing. Katherine heard the TARDIS hum in annoyance at the Doctor's making a mess on her console.

"Oh, no, no, no, no, no!" The Doctor seemed to have forgotten about the two of them being there. He set the TARDIS in motion, running around the console without any noticeable pattern. It was strangely comforting to Katherine, to see his driving has not improved _at all_.

"What're you doing?" Rose somehow managed to sound angry, scared and confused at the same time.

The Doctor took no notice of her tone and replied. "Following the signal."

He was focused on piloting the TARDIS and Katherine winced as he pressed a _lot_ of wrong buttons. She crept towards the console trying not to be obvious about flicking the neutron stabiliser. The Doctor had almost sent them spiralling off into a black hole -an admirable feat, seeing as how he was making only a minimal hop. Thankfully, he didn't seem to notice her meddling. He always got all grumpy when she showed him up flying - not at all a difficult thing given his multiple failed exams, and her growing up around TARDISes.

"It's fading. Wait a minute, I've got it." He started panicking as the signal got fainter with every passing second. "No, no, no, no, no, no, no! Almost there. Almost there. Here we go!" He flung down the materialisation lever and as soon as they landed started running for the door.

Rose was, despite being angry with him, concerned. "You can't go out there. It's not safe." He –predictably- didn't listen.

Katherine couldn't help but smile at her friend. She knew Rose was still concerned about Mickey, Katherine was too, but she hoped that her hunch of him being alive was needed to maintain the Auton Mickey was correct. She wished the Doctor would be considerate for once and tell Rose he was most probably still alive, as she couldn't do it for obvious reasons.

Katherine took Rose's hand and gave her what she hoped was a reassuring squeeze and with a shared glance they started for the door, following the mad, wonderful, magnificent, _alive_ idiot out.

∽··∽

The Katherine looked around as they came out of the TARDIS. She recognised the area as Westminster, on the north back of the Thames. She used to spend her breaks here, back when she was working in the nearest Starbucks.

"I lost the signal, I got so close."

Rose was still looking around, confused. "We've moved. Does it fly?"

"Disappears there and reappears here. You wouldn't understand." He dismissed her, deep in thought.

"That seems pretty straight forward." Katherine put in, tired of being talked around. "So it, what? Teleports?" She tried putting it into human terms, using her formidable knowledge of the local Sci-Fi.

As the Doctor opened his mouth, ready to argue just how different what the TARDIS does was, Rose cut in. "If we're somewhere else, what about that headless thing? It's still on the loose."

"It melted with the head." The Doctor said dismissively. "Are you going to witter on all night?"

Rose ignored him, as the shock of the materialisation wore of and she remembered. "I'll have to tell his mother." The Doctor looked confused, and Katherine found herself pitying him despite the fact that he deserved it. He didn't know the dragon he was waking, making a Tyler woman angry.

"Mickey." Rose was furious. "I'll have to tell his mother he's dead, and you just went and forgot him, again!"

Katherine was more concerned about his gran herself as she knew that Mickey's mother was almost never around, dropping by only when she needed more money. She figured Rose was thinking of how _her_ mother would react at such news and applying it to Mickey's family. She -unlike Katherine and Mickey- didn't know the feeling of having a parent who didn't give two damns about how their kid was. And even though the Doctor deserved what Rose was dishing up, she wanted to diffuse the tension.

"Rose-"

"You were right, you are alien." Katherine winced at the accusation even though she knew it was said out of anger. It highlighted the fear she had since she got close to the Tylers, that they would scorn her when they found out she was an alien- if not because of the fact, then because of the lying.

"Look, if I did forget some kid called Mickey-" The Doctor started and Katherine felt all the pity she felt for him drain away, replaced with a worry. It wasn't like the Doctor to dismiss a life as unimportant.

"Yeah, he's not a kid." Rose defended, making Katherine's lips quirk up in amusement. Compared to her and the Doctor, every person on Earth was a kid.

The Doctor rolled his eyes and continued. "It's because I'm trying to save the life of every stupid ape blundering on top of this planet, all right?"

"All right." The constant arguing was really starting to get on her nerves, especially as she wasn't informed of the catastrophe that the Doctor was trying to save the Earth from, even though she had a feeling the Autons had something to do with it.

"Yes, it is!"

"Oh, shut up you two!" Katherine finally burst out, not even embarrassed. "You two are going to stop bickering like two kindergarteners and explain to me what the hell is going on! Hopefully," She continued, her tone acidic. "- _before_ we all die of old age!" The last words were shouted in frustration. The Doctor looked shocked, apparently shocked that a human would scold him so, while Rose looked sheepish, not a stranger to Katherine's reprimands.

"So you're silent all the time unless you need to yell at people, is that how it works with you?" The Doctor asked teasingly, before he saw the dangerous look on her face and decided it better to explain the situation. "All the plastic on Earth is being controlled by an alien being called the Nestene Consciousness, and if we don't stop it, it's going to take over the world." He paused, and then, apparently satisfied with his summary of the situation, nodded.

"What!?" Her tone was indignant-she couldn't believe the nonchalance with which he said it, the jerk, but the Doctor probably assumed it was from disbelief. She didn't correct him.

"If you are an alien, how comes you sound like you're from the North?" Rose asked, diffusing the tension, asking a question that has been bugging her since the man said he was an alien. Katherine looked at the Doctor, interested in his answer to that.

"Lots of planets have a north." His accent was adorable. Katherine tried to think of a question a newbie human would ask- she didn't have the time to prepare herself for this, ironic as it was. She looked back at the TARDIS and got an idea-he always loved talking about her, and it was no wonder-the ship was amazing.

"What's a police public call box?"

"It's a telephone box from the 1950s. It's a disguise." The Doctor smiled fondly at the TARDIS and Katherine smiled smugly.

Rose reminded them of the problem. "Okay. And this- this living plastic. What's it got against us?"

"Nothing. It loves you." The Doctor jabbered, in his element. "You've got such a good planet. Lots of smoke and oil, plenty of toxins and dioxins in the air, perfect. Just what the Nestene Consciousness needs."

Katherine frowned, confused. The last she knew, the Nestene had perfectly good planets with better (for them) conditions than Earth could provide them - especially as she'd managed to get a peace treaty with them at the beginning of the War, as the last thing they needed was for the Nestene to make problems on top of Daleks. The treaty contained agreement to follow the laws of the Shadow Proclamation which included not colonising on below level six planets.

"Its food stock was destroyed in the War, all its protein plants rotted, so Earth -dinner!" Katherine frowned, ignoring his enthusiastic voice-though she noticed it catch slightly at the mention of the War. The Nestene weren't involved in it, and most of their planets weren't even in the galaxy most of the battles happened in.

" _After you so elegantly crashed your TARDIS to Earth, things only got worse. All kinds of horrors resurfaced and as the War went on the Time Lords got more and more desolate. The decadence in action was horrifying."_ Curly's voice echoed through her mind. She swallowed a sudden knot in her throat. She wondered how many other species were damaged by a war that was not theirs.

"Any way of stopping it?" Rose asked, oblivious to Katherine's unease.

The Doctor held up a tube of blue liquid.

"Anti-plastic."

"Anti-plastic." Rose repeated, and Katherine didn't bother to supress a snort. While Rose was confused Katherine was dubious. There way no way it was actually called anti-plastic, but it wouldn't be the first time the Doctor made up a name to avoid sounding stupid or ignorant in the face of something he didn't know.

"Anti-plastic." He confirmed, glaring at Katherine at the perceived slight against his honour. "But first I've got to find it. How can you hide something that big in a city this small?"

"Hold on." Rose said. "Hide what?"

"Yeah, share with the class, Doc." Katherine prompted. She had always liked giving people nicknames, since her first regeneration read that it was an action humans often took part in, and she couldn't call him by his academy one.

The Doctor glared at her, like he did centuries ago on Gallifrey when they were time tots, and she told him his Academy nickname should be Theta Sigma. He didn't like it. "Don't - call me Doc. The transmitter." He stated, acting as if he was repeating himself, even though he didn't mention it before. Katherine easily followed his line of thought, though she didn't let him know. "The Consciousness is controlling every single piece of plastic, so it needs a transmitter to boost the signal."

"What's it look like?" Rose asked.

"Like a transmitter." The Doctor liked stating obvious. "Round and massive, slap bang in the middle of London. A huge circular metal structure - like a dish, like a wheel. Radial. Close to where we're standing. Must be completely invisible." Katherine stared at the London Eye, to which they had a great view of from where they were standing. She saw Rose follow her line of sight and the widening of her eyes in realisation. She glanced at Katherine, uncertain, grinning as she realised she had the right idea. They grinned at each other and waited for the Doctor to get the memo. It was pretty obvious.

"What?" He asked, realising they were ginning knowingly. "What?"

He finally turned around to look at what they were staring at on the south bank. Katherine expected a shout of 'Of course!' but the penny doesn't drop.

"C'mon, Doctor. It's obvious." Katherine teased, realising he was still missing it. He was so oblivious sometimes, it was adorable. "A wheel, huge, slap bang in the middle of London?" She hinted.

He finally caught on after a few more 'what's. He looked embarrassed and –this might be jut Katherine projecting her hopes- a little bit impressed.

"Oh. Fantastic!"

The Doctor, Rose and Katherine started jogging across Westminster Bridge, the former not seeming to realise he grabbed Katherine's hand-probably a leftover instinct from before he lost his memories. She enjoyed it while it lasted.

He started talking as he slowed their pace. "Think of it, plastic all over the world, every artificial thing waiting to come alive. The shop window dummies, the phones, the wires, the cables-"

"The breast implants." Katherine couldn't repress a snort at Rose's addition. She glanced at the Doctor to see his reaction but he seemed to ignore the interruption. Katherine suspected he was a bit embarrassed.

"Still, we've found the transmitter. The Consciousness must be somewhere underneath." They all looked around when Rose spotted a large manhole entrance. "What about down here?"

Katherine remembered spending a break lying on it during the last summer, just soaking up the sun, and shook her head at the coincidence.

"Looks good to me." The Doctor smiled a slightly manic grin as they ran down, and as the Doctor opened the hatch Katherine turned to Rose. "Good thinking." She was suitably impressed with her blonde – and unexperienced- friend.

"Thanks." Rose smiled, a bit smug.

They climbed down a short ladder into a brick-built area with lots of chains. The whole chamber was bathed in some sort of red light. From there they went through a door and down a flight of steps into a multi-level chamber. At the bottom was a vat that contained the majority of the Nestenes- the main part of the Consciousness. It seemed the light was coming from it.

"The Nestene Consciousness." The Doctor started, going into lecture mode. "That's it, inside the vat. A living plastic creature."

"Well, then." Rose breathed. "Tip in your anti-plastic and let's go."

Katherine shot her a disbelieving look and protested. "You can't just kill it!" She turned to the Doctor, aghast. "You just said it was a living creature." She was really worried, that this new Doctor, who so easily dismissed Mickey's importance, was changed by the War that much. The Doctor she knew would never just kill someone without at least giving them a chance, no matter how aggressive the Nestene usually were.

"I'm not here to kill it." The Doctor reassured her, and she sighed in relief. He looked at Rose who looked guilty as she seemed to realise what she said. "I've got to give it a chance."

He walked down to a catwalk overlooking the seething vat. His tone took a more official note.

"I seek audience with the Nestene Consciousness under peaceful contract according to convention 15 of the Shadow Proclamation."

"Audience granted." The plastic answered, and Katherine spared a thankful thought to the TARDIS for translating to her. She nodded approvingly at the Doctor, he started well; now he just had to not mess it up as he went- which was a lot to hope for with the Doctor, she realised.

"Thank you. If I might have permission to approach?" So far, so good, Katherine thought. He was following the proper protocol, and showing enough respect without grovelling and coming out as a coward. It seemed the Nestene followed at least a part of the Shadow Proclamation's Laws.

"You have permission."

As the Doctor went closer to the Consciousness, Rose suddenly started running down to a lower level. Katherine gasped in concern as she saw Mickey huddled down and followed her.

"Oh, God! Mickey, it's me! It's okay. It's all right."

"That thing down there, the liquid. Rose, it can talk!" Mickey was obviously terrified and Katherine shuddered at the thought of him being here alone for hours, thinking he was sure to die.

"It's alright, Micks. It's gonna be fine." She told him.

Rose hugged him and then drew back quickly. "You're stinking."

"Doctor, they kept him alive." She yelled down to the Doctor.

"Yeah, that was always a possibility. Keep him alive to maintain the copy." He responded, focusing on something the Consciousness was saying, Katherine hadn't been paying attention. Still, she rolled her eyes at his social ineptness. It was like he _wanted_ people to be mad at him.

"You knew that and you never said?" Rose was angry and Katherine just couldn't let this one go.

"You idiot! Do you know how worried we were?" Well, how worried Rose was. Katherine knew it was a possibility, but it would have still been a comfort to hear.

The Doctor just rolled his eyes. "Can we keep the domestics outside, thank you?" He continued downwards, getting closer to the vat.

"Am I addressing the Consciousness?"

"You are."

"Thank you. If I might observe, you infiltrated this civilisation by means of warp shunt technology. So, may I suggest, with the greatest respect, that you shunt off?"

Katherine was at the same time exasperated and amused at his word play, but frowned at the implied lack of respect. And he'd started so well, too.

A sort of face formed in the vat of plastic, and Katherine frowned at its reply. She has always hated politics.

"Oh, don't give me that. It's an invasion, plain and simple. Don't talk about constitutional rights." The Consciousness kept trying to insist it was in their rights to breed here; completely ignoring the fact that Earth was a level five planet. The Doctor wasn't buying it either.

"I am talking! This planet is just starting. These stupid little people have only just learnt how to walk, but they're capable of so much more. I'm asking you on their behalf. Please, just go."

Katherine was smiling slightly; she had missed hearing his impassioned speeches in defence of humanity ('Indomitable!' the amazed voice of his fourth regeneration flew through her mind.), when she noticed a pair of autons creeping towards the Doctor. She lurched forward, but stopped when she realised she wouldn't get there in time. "Doctor!" She yelled, and he flinched, but the he didn't manage to get away in time.

The pair of shop dummies grabbed the Doctor. One of them took the vial of anti-plastic from his pocket. Katherine didn't supress a wince as the Consciousness roared angrily.

"TRAITOR! YOU WOULD ATTAC ME, THE GREAT CONSCIOUSNESS, WHILE PREACHING PEACE!"

"That was just insurance." The Doctor tried to placate it. "I wasn't going to use it. I was not attacking you. I'm here to help. I'm not your enemy. I swear I'm not."

"YOU ARE THE ENEMY! YOU WOULD SEE US KILLED, LIKE YOUR PEOPLE WANTED TO AS WELL. YOU ARE A TRICKSTER, LIKE THEY WERE. YOU HAVE COME ARMED,"

"What do you mean?"

Katherine groaned as a door slid back to reveal the TARDIS. This was really bad.

"IT IS NOT ENOUGH THAT OUR WORLD IS GONE, YOU WOULD DESTROY US COMPLETELY!"

"No. Oh, no. Honestly, no."

"IS THIS NOT YOUR TIME SHIP?"

"Yes, that's my ship."

"THAT IS THE SHIP THAT HAS DESTROYED OUR WORLD!"

"That's not true. I should know, I was there." The Doctor protested. "I fought in the war. It wasn't my fault. I couldn't save your world! I couldn't save any of them!" The pain in the Doctor's voice hurt Katherine more than she could say. She hated the fact that she couldn't do anything to soften it.

"What's it doing?!" Rose's voice reminded Katherine that it wasn't just the Doctor who was in danger. Both Rose and Mickey looked scared out of their wits.

"It's the TARDIS!" The Doctor explained. "The Nestene's identified its superior technology. It's terrified. It's going to the final phase. It's starting the invasion! Get out, Rose, Katherine! Just leg it now!"

The plastic in the vat kept roaring, and Katherine ignored its hurtful words. They reminded too much of the damage Gallifrey did in the War. Damage _she_ did. Rose took out her phone and called Jackie, dismissing the Doctor's urging. Katherine ignored their conversation trying desperately to find a way to save the Doctor and the rest of the world.

Katherine flinched as the Consciousness started throwing energy bolts around. Rose was yelling at her phone seemingly frustrated.

"It's the activation signal." The Doctor shouted. "It's transmitting!"

Rose had a better name for it. "It's the end of the world."

Katherine grabbed her hand, at the moment ignoring Mickey who was latched on to Rose's legs. She tugged her arm towards the stairs. She had to get them to safety before it was too late. The Consciousness was getting extremely agitated.

"Get out, Katherine, Rose! Just get out! Run!" The Doctor shouted at them.

"The stairs have gone." Rose yelled.

Katherine looked up to see that yes, the stars have crumbled and she had to find another way out for her scared friends.

She looked down as the Autons tried to push the Doctor into the vat, and had finally had enough. She took a running leap and swung off the railing as Rose and Mickey ran to the TARDIS. She hoped the ship let them in.

"I haven't got the key!" Rose yelled, not realising Katherine wasn't with them, and Katherine frowned in disappointment. She had hoped to get at least Rose and Mickey to safety. She landed on one dummy, kicking it to the vat and managed to take down two more before she was overwhelmed.

"Sorry." She breathed, "That was a bit of a lame rescue."

"Ah, well." The Doctor teased. "You know what they say. Never look a gift horse in the mouth."

"Shut up." she smiled, rolling her eyes at Mickey's shout of "We're going to die!"

Katherine groaned as she barely resisted the dummy pushing her towards the vat. She was literally living on the edge.

"No!" The Doctor cried out as she stumbled a bit.

"Time Lords…" The Nestene hissed, drawing out she syllables, and Katherine spared a scared glance to the Doctor, hoping he hadn't caught the use of plural. He didn't seem to.

∽··∽

Rose stood up and looked down at the Doctor, gasping as she realised the situation Katherine was in - so close to the edge. She ran around the chamber, trying desperately to find a way to save them.

"Just leave him!" Mickey yelled "There's nothing you can do!"

"Katie's down there!" Rose screamed at him, making him pale with worry.

"Rose" Katherine yelled. "Remember the bronze you got!"

"I've got no A Levels, no job, no future." Rose started, grabbing an axe, realising what Katherine was hinting at. She really hoped this would work. "But I tell you what I have got. Jericho Street Junior School under 7s gymnastic team. I've got the bronze!" She chopped through the rope holding the very long chain to the wall and took a firm hold. She ran and swung out along the side of the catwalk, kicking the four plastic dummies holding Katie and the Doctor into the vat. The vial of anti-plastic fell into it with the dummies. The golden plastic blob screamed as it started to turn blue.

"Rose!" Katherine screamed, and Rose could hear the fright in it.

The Doctor grabbed her as she swung back, putting her back on solid earth carefully, and Katherine immediately hugged her, the familiarity making Rose sigh with relief, still high on adrenaline.

"Now we're in trouble." The Doctor smiled a goofy smile and grabbed Katherine's hand as they raced towards the TARDIS, avoiding explosions, where Mickey was holding on for dear life. They all went inside, Katherine hugging Rose and Mickey as the TARDIS dematerialised.

As soon as the TARDIS landed, Mickey ran out, terrified. Rose and Katherine followed as a more of a leisured walk, and Rose called her mother again. She really hoped she was all right.

∽··∽

"Rose, Rose, don't go out of the house." Katherine smiled in relief as she heard Jackie's voice –panicked, but all right- sound from Rose's phone.

Rose laughed as she hung up, and went over to Mickey, who was trying to hide behind a pallet. The Doctor stood in the doorway of the TARDIS.

"A fat lot of good you were." Rose teased, turning to look at the Time Lords.

"Nestene Consciousness?" The Doctor snapped his fingers, smiling. "Easy."

"You were useless in there. You both were. You'd be dead if it wasn't for me." Katherine playfully glared at Rose as she continued. "Though I definitely wasn't expecting those moves down there, Cat Woman."

"Oh, shut up." She couldn't stop smiling.

"Yes, I would." The Doctor addressed her earlier statement. "Thank you."

He paused for a second. "Right then, I'll be off, unless, er, I don't know, you could come with me. This box isn't just a London hopper, you know. It goes anywhere in the universe, free of charge."

He was looking at Rose. Katherine tried not to be jealous while fervently praying that he let her come too. If nothing else, she knew Rose deserved to go; she was a quick thinker and had a good heart-the perfect attributes for a companion.

"Don't." Mickey cut in. "He's an alien. He's a thing." Katherine dreaded the day he found out she was an alien. He would probably be scared of her too. The thought made her want to cringe.

"He's not invited." The Doctor said. "What do you think? You could stay here, fill your life with work and food and sleep, or you could go anywhere."

 _Who could say no to that offer?_ Katherine thought, though for her it was a bit more about the company than the adventures. Oh, she loved travelling, certainly, but she was sure it would be nowhere near as wondrous without the Doctor.

"Is it always this dangerous?" Rose asked.

"Yeah." He answered truthfully.

"Yeah, I can't." Katherine couldn't believe what she was hearing. She stared at Rose, stunned. "I've er, I've got to go and find my mum and someone's got to look after this stupid lump, so-"

She couldn't understand why Rose was declining the offer- she'd always wanted to travel around the world, or so she told Katherine, and now she was throwing it away?

"Okay." The Doctor unsuccessfully tried to pretend he didn't care. He turned to Katherine. "What about you? Katherine..., hang on, what's your full name?"

Katherine was breathless, hardly able to believe her ears. She was sure convincing the Doctor to let her come would be much harder.

"Katherine." She replied, a bit dazed. "Katherine Smith."

"You-you want me to come?"

"Well, yeah." He said.

"But I was useless in there." She didn't know why she was objecting.

"Ah, you weren't that bad." He smiled that gorgeous smile. "So what do you think?"

Katherine turned to Rose, feeling like she'd be a horrid friend to just go without consulting with her.

"Go on." Rose smiled. "You've always talked about seeing the stars." And she had, though she used stories as the cover for her real reason for the urge to go off planet.

"Now you can. Don't let the chance slip away."

Katherine hugged her tightly, feeling grateful for some reason, and then Mickey, who seemed to be too shocked to object to her going. She said a quick "Bye!" and then ran to the TARDIS.

"I think I'll take you up on that offer." She smiled ecstatically at the man, and stepped in as she heard the Doctor say a simple "See you around." before he started the dematerialisation.

"What is it?" She asked as the Doctor stopped moving suddenly and then started the materialisation sequence. He rushed to the door.

"By the way, did I mention it also travels in time?"

Katherine laughed as Rose ran into the TARDIS and hugged her with all her might, glad to have someone with her. They smiled excitedly at each other and turned to the Doctor. Katherine knew this was going to be hard, and painful-especially for her- bit it was also going to be fun, and amazing and just… fantastic.


	3. Chapter 3

**End of the world**

 **DISCLAIMER: I do not own _Doctor Who_ or it's characters _._ I do not own Star Wars either. I know, I was surprised too. **

**CLAIMER: I do own Katherine and a really old and slightly usless laptop.**

Her hearts were thumping fast, like someone was chasing her, her blood rushing though her veins. The wonder of the situation kept her adrenaline levels high, and she was thankful that at least her respiratory bypass system kept her breathing regulated and her excitement hidden. The green light from the time rotor bathed the two figures in front of her, throwing their features in sharp relief, making their faces look narrower than they were, and their cheekbones more pronounced.

"Right then," Katherine gave the man her full focus, and she saw Rose do the same. "Katherine Smith, Rose Tyler, you tell me. Where do you want to go?"

He was exited, and obviously very happy to have them on board. It made Katherine wonder how long it's been for him since he last had a companion. "Backwards or forwards in time." He went on. "It's your choice. What's it going to be?"

Katherine saw Rose look at her, hesitant but exited, and she nodded at her. "You decide." She said with a smile. "But, I choose the next trip."

It really wouldn't be fair to take this choice from Rose, as it was her first trip. And while Katherine was undeniably exited about her first trip after years, and the first one in this body, she had travelled for over six centuries in this TARDIS with the Doctor -almost her entire life. She was just happy that even after all that time the excitement of the travel hadn't worn off.

"Forwards." Rose threw out uncertainly.

"How far?" The Doctor asked, still grinning.

"One hundred years." She half said half asked. Katherine took a moment to imagine what would be Mickey's answer to the question, and she was almost completely sure it would've been along the lines of _Death Star._

The Doctor was moving as soon as the words left the teenager's mouth, and Katherine was sure she was gaping as she saw him pilot the ship with only one minor mistake, the flight lasting a bit over eight seconds. She closed her mouth quickly, and remembering the previous flight across London, realised this was either a happy coincidence or the TARDIS had something to do with it. She reckoned it was probably the latter.

"There you go." The Doctor faced them, smug. "Step outside those doors, it's the twenty second century."

"You're kidding." Rose breathed. Katherine smiled at the sheer excitement radiating off of her and felt a bit giddy herself, almost unable to believe she was travelling in the TARDIS again. She started for the doors when the Doctor's voice stopped her.

"That's a bit boring, though." He was looking at her - challenging her- Katherine realised. "Do you want to go further?"

"Well I certainly wouldn't complain." She smiled.

"Fine by me!" Rose exclaimed.

"Ten thousand years in the future." He announced after simply spinning the atom accelerator a few times. Now Katherine was _sure_ the TARDIS was doing most of the flying herself, and allowing the Doctor to show off. "Step outside; it's the year 12005, the New Roman Empire."

"You think you're so impressive." Katherine teased, grinning- he looked so proud of himself.

"I am so impressive." Both she and Rose laughed at his almost injured tone.

"You would think that, wouldn't you?" She asked, her eyes sparkling and grin widening.

"Right then, you asked for it." He started the TARDIS again. "I know exactly where to go. Hold on!" Katherine grabbed a coral nearest her, Rose copying her, and she thought ruefully that with the Doctor driving, those were certainly useful.

∽··∽

"Where are we? What's out there?" Rose asked glancing between the Doctor and the door.

The Doctor just smiled the smug little grin that he seemed to have in all of his regenerations and motioned to the door. Katherine opened her mouth to say something but decided that she missed seeing new planets, meeting new people and just plain exploring too much to stand there and banter with the Doctor, no matter how much she missed him. They could do it outside, anyway.

She turned and ran towards the door at the same time Rose did. They went out of the TARDIS and down some steps, looking around them, the Doctor following behind at a more sedate pace. They were in rather bare room, nothing there to indicate in what time zone or culture they were. Katherine decided against sensing what year it was, and tried to guess where they were by architecture-a game they used to play at the beginning of their travels, ignoring the buzzing of the sonic. They were definitely on a spaceship or a space station of some sort as she could feel the vibrations of the engine. It was either a huge spaceship or they were in the early five billions, before the 'silent engines' were invented, judging by force of the vibrations.

They stopped walking as a large shutter in the wall descended to reveal an orbital view of the Earth. Rose stared in awe and Katherine, despite seeing that view hundreds of times already couldn't take her eyes off of it. The Doctor stood by them a slight defensiveness in his posture and Katherine turned to look at him quizzically, not understanding the cause of it. She thought back fondly on the times where she could feel his feelings through their Marriage Bond and huffed silently, turning back to the amazing view.

"You lot," The Doctor started softly. "-you spend all your time thinking about dying, like you're going to get killed by eggs or beef or global warming or asteroids." He smiled a bit. "But you never take time to imagine the impossible, that maybe you survive." Katherine was about to look at him, wanting to soak in the fact that _he_ survived, when she noticed a cluster of satellites in a familiar formation, the sun above them seeming to glow brighter with every passing second. A feeling of dread went down her spine and she looked at the Doctor, hoping he'd prove her suspicions wrong. He didn't.

"This is the year five point five slash apple slash twenty six. Five billion years in your future," He looked at them, taking in their reactions. "-and this is the day,"

He stopped; looking at the watch she realised distantly was the one she bought him centuries ago for his naming ceremony. "Hold on." They all looked up as the sun flared up.

"This is the day the Sun expands." Still speaking softly, he looked at them. "Welcome to the end of the world."

While Rose seemed frightened, looking at him for a moment before turning to stare at Earth, Katherine stared at him incredulously. This is what seemed like an appropriate first trip to him!? She shook her head and turned back to look at the soon-to-die planet and grabbed Rose's hand, giving it a reassuring squeeze. From the strength of Rose's grip, it was much appreciated. She wished she could draw some reassurance from the blonde herself, but not even Rose Tyler with all her kindness could chase away the images that came right out of her nightmares.

Sometimes she thought it would have been easier to her had she seen Gallifrey die. At least that way, her _way_ _too active_ imagination wouldn't have such a free reign. She glanced at the Doctor briefly and wondered if he saw it, saw as that beautiful red planet blinked out of existence, and if he was tortured with the same thoughts as she was.

∽··∽

They started walking down a corridor in silence, all of them lost to their own thoughts, when it was interrupted by a computerised voice.

" _Shuttles five and six now docking. Guests are reminded that Platform One forbids the use of weapons, teleportation and religion. Earth Death is scheduled for fifteen thirty nine, followed by drinks in the Manchester Suite."_

"So, when it says guests, does that mean people?" Rose asked, and Katherine was glad to see her friend getting out of her scared shell.

"Depends what you mean by people."

"I mean people." Rose answered. "What do you mean?" She asked, looking at the Doctor questioningly.

"Aliens." He replied shortly.

Katherine decided to join the conversation, channelling her inner ignorant human. "So, what are they doing on board this spaceship, or whatever? What's it all for?"

"Yeah, it's not really a spaceship, more like an observation deck." He replied while sonicing a control panel on the wall that Katherine was pretty sure was Crespallion workmanship. "The great and the good are gathering to watch the planet burn."

"What for?" Rose asked, confused.

"Fun."

They continued walking as Katherine did her best to resist smacking the Doctor for scaring Rose again, just as she was getting more comfortable. She felt that would be a bit of a suspicious thing to do to someone you just met that day. Still, she couldn't resist from saying something.

"Tactfulness, Doctor. You should try to learn it."

He scoffed at her but didn't reply. As they entered a large area with a few display cases and a view of space to the front and above he started talking again.

"Mind you, when I said the great and the good, what I mean is, the rich." He seemed to have been at least trying to lighten up the mood a bit. Katherine couldn't decide between smiling or rolling her eyes at him so she did both.

"But, hold on." Rose started. "They did this once on Newsround Extra. The sun expanding, that takes hundreds of years."

"Millions." Katherine and the Doctor corrected at the same time.

"No need to look so surprised," Katherine said at the surprised look on his face, rolling her eyes. "-I'm studying Astrophysics."

He smiled, putting up his hands in defence, looking a bit impressed but not deigning her with a reply. His eyes lightened up with humour and Katherine couldn't help but notice how beautiful they were. She shook herself out of it before he noticed her staring.

"Yes, but the planet's now property of the National Trust." He explained, crossing his hands behind his back, taking up a typical professor pose. Katherine smiled, reminded of his seventh regeneration. "They've been keeping it preserved. See down there?" He motioned towards the satellites Katherine noticed earlier. "Gravity satellites holding back the sun."

"The planet looks the same as ever." Rose noticed.

"Yeah." Katherine agreed, knowing any person not in the know would be confused by this. "The continents should have shifted over the years. So why didn't they?" She looked at him.

"They did, and the Trust shifted them back." he replied. "That's a classic Earth. But now the money's run out, nature takes over."

"How long's it got?" Rose asked.

The Doctor looked at his watch again. "About half an hour, and then the planet gets roasted."

"You sounded way too happy saying that." Katherine informed him, trying to push down the bile rising in her throat. She didn't want to watch as another planet she thought of as home got 'roasted'. The Doctor was about to respond but Rose cut in, an unsure, half smile on her face.

"Is that why we're here? I mean- is that what you do? Jump in at the last minute and save the Earth?" Katherine frowned. She knew that they couldn't save it, everything has to die at some point, but she hoped the Doctor would have the consideration to break it gently. Going on the interactions she'd had with this him so far, she doubted it.

"I'm not saving it. Time's up." He replied shortly. And unfortunately, she was right.

"But what about the people?" Rose asked, appalled.

"It's empty. They're all gone. No one left." He smiled a small, slightly sad smile, looking at the dying Earth. Katherine breathed in slowly, feeling and understanding the pain of that sentence all too well. And still, she had the reassurance she wasn't the last one, the Doctor didn't have that. If she thought her pain was terrible, his must be all-encompassing.

"Just us, then." She breathed, leaning her head on Katherine's shoulder lightly, their hands still clasped.

"Who the hell are you?" A blue skinned man strode towards them, breaking the melancholy.

"Oh, that's nice, thanks." The Doctor said as they turned to face him. The man was staring at them, like he couldn't believe someone was there. He looked really worn out, like Katherine did when she looked in the mirror after her afternoon shift at _Manny's._ She felt great compassion for him.

"But how did you get in? This is a maximum hospitality zone. The guests have disembarked. They're on their way any second now." He was still staring at them, a faint note of tired panic in his voice, while Rose was staring at him.

"That's me." The Doctor said. "I'm a guest. Look, I've got an invitation." He waved the psychic paper at the steward. "Look. There, you see? It's fine, you see?" He turned it around to read what it said, eyebrows rising slightly. "The Doctor and Katherine, plus one. I'm the Doctor, this is Katherine and that's Rose Tyler. She's our plus one. Is that all right?"

"Well, obviously." The man smiled tightly. "Apologies, et cetera." The Doctor made what was supposed to be a serious face. Katherine smiled at the steward kindly.

"If you're on board, we'd better start. Enjoy." The man walked away.

"The paper's slightly psychic." The Doctor explained, showing it to them. "It shows them whatever I want them to see. Saves a lot of time."

"He's blue." Rose informed him.

"He really is." Katherine laughed, just so happy to meet a new alien. After almost three years of just humans, she had needed some diversity. Not that humans weren't amazing, but still. And she had never come across someone of that race that was that tall. Plavoons didn't usually grow over a meter and a half.

"Yeah." The Doctor agreed, smiling.

"Okay."

"What race is he?" Katherine asked, wondering if she was wrong-she had been out of practice for a while.

"Plavoon." The Doctor said. "Native to the Crespallion System."

Rose snorted at the name while Katherine smiled smugly. She _was_ right.

"We have in attendance the Doctor," The Doctor waved as he was introduced. "-Katherine and Rose Tyler. Thank you. All staff to their positions."

Katherine tugged her long hair down from the ponytail that had gotten almost completely loose, and ruffled it a bit; thankful for her generic uniform for once. She'd learnt early in her travels that appearing on official functions looking like a street urchin is not the way to go in making good impressions, and jeans and white shirt were good enough.

She saw Rose roll her eyes at her before focusing on the small blue people that rushed in as the steward clapped his hands. Katherine didn't try to suppress a smile-they were such a friendly race- well known for their tourist attractions- historical sights, relaxation planets, spas and the like on which every species was welcome - and they looked adorable, too.

"Hurry, now, thank you. Quick as we can. Come along, come along." The small army of plavoons went trough the door. "And now, might I introduce the next honoured guest? Representing the Forest of Cheam, we have trees; namely, Jabe, Lute and Coffa." The doors opened and a tree woman and what seemed to be her two bodyguards entered. Rose stared at them, and at all the other aliens who were slowly filling in the room. Katherine smiled as she soaked in the genial atmosphere. She stood straighter as the trees approached them.

"The Gift of Peace." greeted the tree - probably Jabe. "I bring you a cutting of my Grandfather."

She gave the Doctor a rooted twig in a small brown pot.

"Thank you." He smiled gently, taking the plant and handing it to Rose.

"Yes, gifts." He patted over his leather jacket. Katherine coughed. She plucked out a few hairs from Rose's head with a quiet "Sorry." ignoring her indignant yell.

"The Gift of Peace." She turned to Jabe. "I give you a cutting of my," she paused a bit "-companion."

"My thanks." The tree smiled and walked away.

"How'd you think of that, then?" The Doctor asked.

"I am just a _natural_ at improvisation." She answered, only slightly sarcastic. "Just ask Rose. Besides, I just copied what she did."

The Doctor turned to Rose questioningly. She just nodded distractedly, staring around the room.

"From the Silver Devastation," the tall Plavoon announced "-the sponsor of the main event, please welcome the Face of Boe."

A large glass case that barely made it through the doorway was wheeled in. In it was a giant humanoid head with straggly hair and squinting eyes that made Katherine's timey senses tingle. He was someone important to her at some point in her timeline, that much she could sense, but there was also a faded feeling of almost _wrongness_ about him. Yet strangely, Katherine didn't feel like he was dangerous.

"The Moxx of Balhoon." The Doctor's voice snapped her out of her musings about the giant head.

"My felicitations on this historical happenstance." The small alien said in a high voice. "I give you the gift of bodily salivas." He spit straight into Rose's face.

"Thank you very much." Katherine could tell the Doctor was barely keeping himself from laughing, and she wasn't faring much better. She handed the Moxx two strands of Rose's hair. She turned to her expectantly who sighed and plucked a few more.

"Why can't you give them your hair? It was your idea." She complained.

"Yours is prettier, blondie." She teased, getting a laugh and a smack for it. She obviously couldn't tell her that it was because even one strand of her TNA could rewrite the history of science. Besides, she didn't really want to rip her own hair out.

"Ah!" The Doctor exclaimed as the robed men approached them. "The Adherants of the Repeated Meme." He took a strand of hair from Katherine's hands. "I bring you a cutting from my companion."

"Copycat." Katherine mumbled.

A large metal hand held out a ball that the Doctor took.

"A gift of peace in all good faith." a computerised voice said and the Adherants walked away. Katherine stared at them as they walked away. It was like they were purposefully made to look suspicious.

"And last but not least, our very special guest." The steward announced. "Ladies and gentlemen, and trees and multiforms, consider the Earth below. In memory of this dying world, we call forth the last Human. The Lady Cassandra O'Brien Dot Delta Seventeen."

A face in a piece of thin skin stretched in a rectangular frame was wheeled trough by two men hidden in head-to-toe hospital whites as the doors opened. Katherine couldn't help but stare. This was new.

"Oh, now, don't stare." The face on the skin talked. She probably had a voice-coder as she clearly had no vocal chords. They wouldn't fit. "I know, I know it's shocking, isn't it? I've had my chin completely taken away and look at the difference. Look how thin I am. Thin and dainty. I don't look a day over two thousand." Katherine turned to look at the Doctor and Rose. The Doctor was grinning like a lunatic and Rose was still staring at the Lady. "Moisturise me. Moisturise me." One of the men with her sprayed her with some sort of liquid trough a pump. She continued talking.

"Truly, I am the last Human." Rose slowly walked towards Cassandra and Katherine contemplated going with her, but decided she felt more comfortable at a safe distance. "My father was a Texan; my mother was from the Arctic Desert. They were born on the Earth and were the last to be buried in its soil." Cassandra's monologue was said in very dramatic fashion.

"I have come to honour them and say goodbye." Her voice broke as she said this. Meanwhile, Rose had made a full circle around her and seemed to be even more freaked out then before.

"Oh, no tears, no tears. I'm sorry." She said as one of the men moved to wipe away the tears. "But behold, I bring gifts. From Earth itself: the last remaining ostrich egg." A Plavoon walked around with a large egg. Katherine wasn't sure if it was really ostrich or not. "Legend says it had a wingspan of fifty feet and blew fire from its nostrils." Katherine snorted at this. She loved archaeologists and the stuff they made up with what limited information they had. "Or was that my third husband? Oh, no. Oh, don't laugh." Katherine couldn't believe the Doctor actually did laugh at that. "I'll get laughter lines. And here: another rarity."

"According to the archives, this was called an iPod." Cassandra said as a 50's juke box was wheeled in. "It stores classical music from humanity's greatest composers. Play on!"

As one of the little attendants pressed a button, the strains of Tainted Love by Soft Cell rang out.

Katherine laughed as the Doctor started nodding his head in rhythm to the song. "Classical music from humanity's greatest composers, indeed."

"You seem to be taking this rather well." the Doctor observed. Katherine looked at him questionably and he nodded Rose who stood in the middle of the room, looking like she was about to have a major freak out, before walking out of the door.

"Oh, don't worry. I'll have my freak-out later, in private. Don't like doing it in front of large crowds." Katherine said truthfully. She just wouldn't be having it for the same reasons as Rose.

"Ah, okay then." The Doctor said with a smile as he moved to follow Rose. Katherine was about to stop him but Jabe beat her to it.

"Doctor, Katherine?" there was flash from the device she was holding, Katherine thought it was probably a camera. She walked away.

The Doctor continued walking towards the door but Katherine stopped him. "Doctor!"

"What?" He seemed exasperated.

"Wait a few minutes. I'll talk to her first and try to calm her down. If you talk to her right now she'll go all shouty on you." Katherine explained as she headed for the door, walking backwards. "Trust me."

She turned around not waiting for an answer, but she heard a quiet "Alright, boss." as she walked out.

∽··∽

Rose was sitting back in the Gallery where the TARDIS landed, though it wasn't there anymore. She alternated between staring at the Earth out of the huge window and playing with the small plant in her hand. Neither action was very comforting- not when she knew her planet had exactly twenty minutes before it explodes (Thank you, annoying computer voice.), and the twig was a cutting of someone's grandfather. Rose didn't even know what than meant, but she reckoned Katherine had the right idea-that it was something like hair. Still, it was weird, and she certainly wouldn't be very comfortable knowing someone had a strand of her hair. It took her a moment to realise that, thanks to Katherine, more than one alien did. She grimaced at the thought.

And she wasn't even sure that that was the case –for all she knew, it might be actually be sentient. That _was_ how plants worked, right? A new plant would grow from a cutting? She looked at the plant in her hand, trying to find some hint as to whether it was alive or not.

"Hello. My name's Rose. That's a sort of plant. We might be related." She stopped, realizing what she was doing with bewilderment. "I'm talking to a twig."

"Yeah, you kinda are." Rose turned to see Katherine laughing as she walked down towards her and sat down.

"Are you okay?" She asked and Rose found herself really thankful the older woman was with her as the comforting and familiar voice washed over her.

"Yeah, I'm-" she sighed. "I dunno." She realised she was being selfish- she wasn't the only one faced with so many changes. "What about you? We're really in the same boat here."

"Well, yes. But you know me." Katherine answered. "After this is all well and done, I'll go and have my own private freak-out. After I know everything I need to freak out about."

"Yeah." Rose laughed. That did sound like Katie. As far as the other woman knew, Rose had never seen her crying, but some nights when Katherine thought she was asleep, she could hear her crying, near silent, though never when she knew she had an audience. And though she never mentioned it, she was often woken up by the terrifyingly wretched screams just moments before Katherine woke up from a nightmare. They sat in comfortable silence a few moments.

"Do you think we can trust him?" Rose suddenly asked. It'd been bugging her since she realised she had left everything familiar and sane (sans Katherine) to travel with a virtual stranger. Her mother would have a conniption if she knew.

"I don't think he has any bad intentions." Katherine answered, and Rose could see she was carefully choosing her words. So Katie wasn't sure either, but she wanted to comfort Rose. She felt a rush of affection towards the older woman. "I think he genuinely wants to show us the beauty of the universe. And I'm sure he's not a bad person."

"But how can you know that? You just met him a few hours ago." Rose asked, suddenly incensed. Katherine was always telling her that she couldn't trust so easily and then saying that a man she met _that day_ was not a bad person, and sounding completely sure of it.

"Calm down, Rosie." Katherine put an arm around Rose's shoulders, and she relaxed. The brunette's always had a calming effect on her. "Relax. You know I'm a good judge of character."

Rose gave a grudging nod at that. Katie was the one who warned Rose off of Jimmy Stone (not that Rose listened) while everyone else -including Jackie- was swept away by his charming personality and good looks. Katherine was also the one who broke the prat's nose when she realised he was taking out his frustrations on Rose, who was too afraid to do anything.

"And anyway, everything he's done so far around me defined him as a clever, brave -if sometimes oblivious and rude- man, not some evil mastermind whose life mission was to rule the universe. He saved the world, for God's sake." Rose couldn't argue with that, though she still didn't feel comfortable completely depending on a stranger. She was about to say as much when the door slid opened and the man in question called out.

"Katherine? Rose? Are you in there?" He entered the room, and Rose was a bit annoyed by his content smile, though she let one spread on her own face when she heard Katherine mutter "Lupus in fabula." under her breath.

He sat on the pillar on the other side of the stairs. "What do you think, then?" He asked, mostly looking at Rose. Rose was a bit confused at his almost ignoring Katherine, but thought it had something to do with the blush on his face when the woman had stretched in the TARDIS and revealed a bit of skin. It seemed, alien or not, men will be men. The thought made Rose feel a bit more comfortable.

"Great. Yeah, fine. Once you get past the slightly psychic paper." She joked.

"They're just so alien." Rose said, trying to explain what was bothering her. She sighed when the Doctor stared at her and Katherine let out an amused "What?"

"The aliens -are so alien." Rose explained. "You look at 'em… and they're alien."

"Good thing I didn't take you to the Deep South." The Doctor said, making Katherine laugh.

"Where are you from?" Rose asked, aggravated at his dismissing of her troubles, and getting _her_ friend to laugh at her too. Besides, she was sick of not knowing anything about the man who could very well leave her here, five billion years in the future, and Rose wouldn't be able to do anything about it. She glanced at Katherine, confused as she flinched.

"All over the place." The Doctor avoided the question, and Rose wondered why he seemed so uncomfortable.

"They all speak English." Katherine said, and Rose shot her a small glare for changing the subject before focusing on the Doctor. She hadn't thought of that before, but now it was bugging her. Another thing she didn't understand.

"No, you just hear English." The Doctor eagerly answered the question, leaning back on the pillar. "It's a gift of the TARDIS. The telepathic field gets inside your brain and translates."

"How's it do that?" Katherine asked but Rose cut in.

"It's inside my brain?" She couldn't believe it. She couldn't even know if everything she's done since she met the alien was because she wanted to or because that machine made her want to!

"Well, in a good way." The Doctor answered, obviously sensing the danger he was in, but Rose didn't let him get away with that so easily.

"Your machine gets inside our head." She was confused as to why Katherine wasn't as upset, and than she realised the machine was probably making her not care. "It gets inside and it changes our mind, and you didn't even ask?"

"I didn't think about it like that." The Doctor replied.

"No, you were too busy thinking up cheap shots about the Deep South."

"But it can't change our minds, can it?" Katherine asked, and Rose let out a sigh of relief. If the machine was controlling her she wouldn't be questioning it.

"No, of course not!" The Doctor answered. "It just translates languages."

Rose saw that Katie seemed satisfied with that answer, but she wasn't, and she was going to ask all the questions she had now that he seemed to be answering them.

"Who are you, then, Doctor? What are you called? What sort of alien are you?"

"I'm just the Doctor." He responded.

"From what planet?" Rose insisted. He knew everything about her; where she lived, who her boyfriend was-he even knew her mother for God's sake- and she had zilch on him.

"Rose." The warning tone of Katherine's voice made Rose pull up short.

"Well, it's not as if you'll know where it is!" The Doctor tried to laugh off but now that Rose was looking she could see the pain in his eyes. This was not the first time Rose saw that look- it was the same one Katherine had whenever she was questioned about her husband and her family (There was a fire…). The familiarity of the pain made Rose relent. Maybe he'd tell them later when they knew each other better, like Katherine did.

"Right." She said, feeling awkward and guilty as she realised how obnoxious she's been. "You're right, I'm sorry. It's none of my business."

"You're right, it isn't." He snapped, and then looked at her cautiously, obviously expecting her to bite back. She knew better though, having had more than enough experience with how defensive people got when someone poked at their wounds-Katherine had had her share of outbursts. When she didn't, he stared at her like she just said she's the bloody Queen of England before smiling (grimacing) apologetically, muttering a gruff "Sorry." before going down the steps and standing in front of the observation window, staring at the Earth in deep thought. Rose didn't miss the disapproving glance Katherine threw him before he apologised, and had to supress a smile.

 _"Earth Death in twenty minutes. Earth Death in twenty minutes."_ the annoying computer cut trough the sharp silence.

The two girls went down to stand with the Doctor who looked at them hesitantly before addressing Rose. "Just how scary _is_ Katherine when it takes just one warning for you to completely abandon your argument?"

"Oh, she's terrifying. Once she's using tha' tone of voice, you know shit's about to hit the fan." Rose said with a grin. "You should've seen what she did to my ex."

The Doctor looked intrigued as he warily glanced at the woman in question who just grinned proudly at them. Rose couldn't let him go that easily.

"But you're the one to talk," She smiled, tongue in cheek. "It took only one look for you to fall in line!"

The Doctor let out an indignant noise and Katherine laughed. Rose let him out of his misery. "All right. As my mate Shareen says, don't argue with the designated driver."

"Can't exactly call for a taxi." Rose continued as the Doctor just laughed, taking out her phone. "There's no signal." She moved the phone around. "We're out of range. Just a bit."

"Tell you what." The Doctor said after a moment o hesitation, taking her phone and taking out tha battery. "With a little bit of jiggery pokery."

"Oh, and that's a technical term, jiggery pokery?" Katherine teased, cutting into their small peace-making conversation, and Rose couldn't help but stare in wonder. Was Katherine Smith _flirting?_

"Yeah, I came first in jiggery pokery. What about you?"

"Nah, I failed hullabaloo." Katherine returned and Rose sent her a teasing smile, feeling victorious as the woman avoided her eyes. _She knew it!_

"Oh." The Doctor said, feigning disappointment.

"There you go." He handed Rose her phone back and Rose saw with amazement that it beeped, and the signal icon was displaying all four tabs. She quickly found her mum in the contracts -having always been terrible at memorizing numbers- and called, suddenly anxious to talk with her.

" _Hello?"_ Mum's voice came over the speaker. Rose turned her amazed eyes to Katherine, who was smiling happily at her.

"Mum?"

" _What's wrong? What have I done now? Oh, this red top's falling to bits. You should get your money back."_ Rose smiled, never before had her mum's chattering been such a comfort to hear. _"Go on, there must be something. You never phone in the middle of the day."_ Rose couldn't supress a laugh.

" _What's so funny?"_

"Nothing." Rose answering before she remembered events earlier in the day- and she couldn't believe it was the same day- it felt like months ago. "You all right, though?"

" _Yeah. Why wouldn't I be?"_

"What day is it?" Rose asked, suddenly wondering how long it's been for her mother. To Rose it had been less than an hour ago that her mum had been terrified, and now it's like nothing even happened.

" _Wednesday, all day. You got a hangover?"_ she sounded amused and Rose could hear Katherine let out what was probably supposed to be a quiet laugh, and shot her an appropriate glare.

" _Oh, I'll tell you what."_ her mum started before Rose could answer. _"Put in a quid in that Lottery syndicate. I'll pay you back later."_

"Yeah, I was just callin' 'cos I might be late home." Katherine nudged her foot. "Katie, too."

" _Is there something wrong?"_ she asked, obviously noticing a tremor in Rose's voice. She coughed gently.

"No, I'm fine. Top of the world." there was a beep and the call disconnected, and Rose stared at it in awe.

∽··∽

"Mum?"

Katherine smiled as she heard the wonder in Rose's voice. She'd been worried for a moment- that Rose and the Doctor would bite each other's heads off, both of them feeling vulnerable at the moment, but Rose stopped in time. She'd been so proud when she saw the teenager stop herself and act like a mature adult, even in the face of the Doctor's biting comment.

"Your turn." The Doctor looked at Katherine expectantly, and she shook herself out of her thoughts, handing him her phone. It was a bit more advanced one then Rose's and she saw the Doctor look at her questioningly so she explained.

"I fix gadgets as a hobby. I was fixing that but the guy got a new one and just told me to keep it. I did."

"You're a very busy person," The Doctor observed. "-studying astrophysics, working as a waitress, fixing gadgets."

"I have insomnia." She gave him the human explanation for the Time Lord's sleep pattern. "So I need something to do at night. That's where the fixing comes in."

He nodded his understanding as he focused on the phone.

" _You got a hangover?"_ Katherine laughed at Jackie's automatic explanation to Rose's strange behaviour, winking at the glare she sent her.

"I told you she'd go all shouty on you." Katherine told the Doctor after a moment.

"Yeah, you did."

They smiled at each other.

" _Yeah, I was just callin' 'cos I might be late home."_ Katherine nudged Rose's foot. "Katie, too."

"Think that's amazing, you want to see the bill." The Doctor told Rose as she hung up, making Katherine smile, but Rose was still staring at her phone.

"That was five billion years ago." She said in wonder. "So, she's dead now. Five billion years later, my mum's dead."

"Bundle of laughs, you are." The Doctor quipped just as the station shook and almost made Katherine fall, the Doctor catching her in time.

∽··∽

"That's not supposed to happen." He said, grinning excitedly.

"One should never be that exited about things going wrong." Katherine informed him as she straightened herself up, ignoring the fact that she hadn't felt this exited since Omega knew when.

They ran back towards the observation room where the other guests were, all of them chatting around the room.

"That wasn't a gravity pocket." The Doctor was talking as he was soniced a control panel. "I know gravity pockets and they don't feel like that."

"What do you think, Jabe?" He asked the tree as she approached. "Listen to the engines. They've pitched up about thirty Hertz. That dodgy or what?"

"It's the sound of metal. It doesn't make any sense to me." She was so cute, Katherine thought.

"Where's the engine room?" The Doctor asked.

"I don't know, but the maintenance duct is just behind our guest suite, I could show you and your wife, and your companion." Jabe answered, making the Doctor blush slightly.

"She's not my wife." He told her, and Katherine ignored the painful way her hearts constricted. She _was_ his wife, regardless of his lost memories. There was no divorce with the kind of marriage they've decided on, neither of them wanting to marry the more popular way -one that was created for political marriages, where the parties held no feelings for each other.

"Partner?" Jabe asked, looking confused.

"No." The Doctor replied.

"Concubine?"

"No!" Katherine answered this time, feeling a bit insulted at Jabe's assumptions. Not so cute after all.

"Prostitute?" She really didn't know when to stop.

"Whatever she is, we must be invisible. Do you mind? Tell you what, you two go and pollinate. We're going to catch up with family. Quick word with Michael Jackson." Rose was very defensive about the people she cared about. She once egged a man's house for making Jackie cry.

Rose grabbed Katherine's hand and dragged her to where the so called last human was.

"C'mon Katie."

"Don't start a fight." The Doctor yelled out to them before turning to face Jabe.

"And I want you home by midnight." Katherine yelled out, making Rose laugh slightly. She had a feeling that if she didn't joke about the Doctor being with someone else, she was going to cry.

She stopped Rose as she headed towards Cassandra. "You go ahead. I don't feel like talking to stretched skin."

"Alright." Rose laughed, and continued towards Cassandra.

Katherine looked around the room and considered following the Doctor but thought better of it. Her eyes caught on the Face of Boe and she decided to have a little chat with him, and maybe try to find out why she got the feeling he was important.

She approached him slowly. "Hello."

The Face spoke in her head. "Hello, Ree."

"Ree? That's a new one." She replied telepathically. A peculiarly young sounding laugh resounded in her head. She was expecting something more... gravelly.

"I was under impression you give nicknames to people you're close to, not complete strangers." Katherine said, hoping he'd give something away with his answer. Now that she was closer she could feel his timeline better- and what an incredibly long one it was. She could say with definite surety that he had already met her, which meant he knew her already while she knew next to nothing about him. She _hated_ being out of the loop.

"Indeed." was the only answer she got.

"You're going for intriguingly enigmatic, aren't you?" Katherine asked, feeling rather amused by the deep tone he used. She knew that it was not his real voice- it couldn't be, with such a young laugh.

"I am." He responded. "Is it working?"

She laughed. "Yes. I'd say it is."

"Now, not that I'm not enjoying this conversation tremendously, I think you have a more urgent, also telepathic one to hold now." Face of Boe said.

"What do you mean?"

"That photographic device Jabe scanned you and the Doctor with when you were leaving the room?" He started. "It wasn't a photographic device. It was a species scanner."

Katherine shook off the feeling of dread she got when she realised the implications of what the face just said. She didn't time to panic. As she searched for Jabe's mental presence she thanked her lucky stars that trees people had such prominent minds. "Jabe." She called out. She felt the other woman startle and hastened to reassure her before she panicked. "It's me, Katherine. Listen, whatever you do, don't mention my race to the Doctor. He can't know."

Katherine was so immersed in her telepathic conversation that she didn't see Rose glance at her for a moment before going out of the room, the Adherants following her.

"I don't understand. You two are the last of your kind. Why you would not want him to know?" Jabe, bless her, immediately went to business and Katherine felt her moving normally, not letting the Doctor notice something was up.

"I don't have the time to explain right now, but it would have fatal consequences on him of he found out. Trust me, I want him to know, but he can't!"

"Alright." Jabe replied after a moment of mental silence. "Now, please get out of my head, having two conversations at the same time is tiring."

Katherine immediately pulled back her mental presence from Jabe's head. Well, she wasn't really in her _head_ , she was just in her 'telepathical cloud' that every living thing (and some non-living) had. While in their 'cloud', you can talk to the person and hear their reply, but only what they want you to hear. It is impossible to 'read' their mind or access their memories. Physical touch is required for that.

"Thank you." She addressed the Face. "How did you know to warn me?"

"You told me."

Katherine smiled. "Well, thank you. Did I tell you anything else? A good advice wouldn't go amiss."

"Don't lose hope." The Face of Boe told her seriously. "Do not ever lose hope. I believe that the day you lose hope, will be the universe's darkest day, Pure Hearts."

She smiled softly. If he knew about the nickname, they must be really close in her future. "I'll try not to."

"I'm really fighting the urge to quote Yoda right now. This is your fault." He said, breaking the solemn air their conversation had.

"How is that my fault?" Katherine asked laughing.

"You forced me to watch all Star Wars movies." The Face told her and she couldn't help but laugh at his indignant tone. She chased away the amusing image of the giant head cheering Luke on as he fought Darth Vader, using his tentacles as hands to throw popcorn at the screen as Luke lost his hand.

"Then at least I can say for sure I did some good in my life." She joked.

The Face of Boe was about to reply when Cassandra started to talk.

"The planet's end. Come gather, come gather." Katherine rolled her eyes but walked closer anyway, The Face just turning its casing. "Bid farewell to the cradle of civilisation. Let us mourn her with a traditional ballad."

She snorted with laughter when the 'traditional ballad' turned out to be _Toxic_ from Britney Spears. She looked around the room, trying to find Rose, only to find she wasn't in the room. She headed towards the door but stopped as Jabe rushed in. She said something to one of the plavoons and then turned to the gadget in her hand.

"The metal machine confirms." Jabe said as Katherine came closer to her. "The spider devices have infiltrated the whole of Platform One."

"Where's the-"

"How's that possible?" Cassandra cut in. "Our private rooms are protected by a code wall. Moisturise me, moisturise me."

The Doctor strode into the room.

"Summon the Steward." The Moxx of Balhoon squeaked as the Doctor took a spider device out of Jabe's hands silently.

"I'm afraid the Steward is dead." Jabe replied solemnly.

"Are you alright?" Katherine asked the Doctor quietly.

"Fine, yeah." He replied shortly as he continued working on the spider.

"Who killed him?" Moxx asked.

"This whole event was sponsored by the Face of Boe. He invited us." Cassandra accused. "Talk to the Face. Talk to the Face."

"Oi!" Katherine yelled as the head shook his, well, head, feeling rather defensive of her new slash old friend.

"Easy way of finding out." The Doctor cut in, sending Katherine a questioning look. "Someone bought their little pet on board. Let's send him back to master."

He put down the spider that he has been sonicing and nudged it with his foot. It walked until it came before Cassandra, where it stopped for a few seconds before finally standing in front of the Adherants.

"The Adherants of the Repeated Meme." Cassandra gasped. _"J'accuse!"_

"That's all very well, and really kind of obvious, but if you stop and think about it" The Doctor talked as he was walking towards the Adherants. Katherine followed him. As one of them went to hit him he grabbed its arm and pulled it off, uncaring to the sparks that went flying.

"A Repeated Meme is just an idea." He continued. "And that's all they are, an idea."

He pulled one of the wires dangling from the arm, and the Adherants all collapsed.

"Remote controlled Droids." The Doctor explained. "Nice little cover for the real troublemaker. Go on, Jimbo." He gave the spider a nudge. "Go home."

The spider went straight for Cassandra.

"I bet you were the school swot and never got kissed." Cassandra said and Katherine smirked.

"I wouldn't bet on _that_." She mumbled quietly, and the Face of Boe's laughter rung inside her head.

"At arms!" She commanded and her attendants raised their spray guns threateningly.

"What are you going to do, moisturise me?" The Doctor sassed, and Katherine smiled despite herself.

"With acid." Cassandra hissed. "Oh, you're too late, anyway. My spiders have control of the mainframe." Gasps went around the room. "Oh, you all carried them as gifts; tax free, past every code wall. I'm not just as pretty face."

"You're not even that." Katherine said, unable to overlook one giant hole in the plan.

"Sabotaging a ship while you're still inside it? How stupid's that?" The Doctor agreed.

"I'd hoped to manufacture a hostage situation with myself as one of the victims. The compensation would have been enormous." Cassandra explained.

"Five billion years and it still comes down to money." The Doctor summarised.

Katherine frowned. Sometimes humanity amazed her. Sometimes it disgusted her.

"Do you think it's cheap, looking like this? Flatness costs a fortune. I am the last human, Doctor. Me. Not those freaky little kids of yours."

"Arrest her, the infidel." The Moxx said.

"Doctor." Katherine started.

"Oh, shut it, pixie. I've still got my final option." Cassandra talked over her.

"Earth Death in three minutes." The computer announced.

"Doctor!"

"And here it comes." Cassandra really liked hearing her own voice. "You're just as useful dead, all of you. I have shares in your rival companies and they'll triple in price as soon as you're dead. My spiders are primed and ready to destroy the safety systems. How did that old Earth song go? _Burn, baby, burn_."

"Then you'll burn with us." Jabe declared, all the guests murmuring in agreement.

Katherine ignored them. "Doctor!"

"Oh, I'm so sorry." Cassandra once again spoke over her. She was really getting fed up with it and the pit of fear in her stomach didn't help her much in calming down. "I know the use of teleportation is strictly forbidden, but I'm such a naughty thing. Spiders, activate!" Sounds of explosions rung out as the platform shook.

"Forcefields gone with the planet about to explode. At least it'll be quick. Just like my fifth husband. Oh, shame on me." She laughed at her own bad joke.

"Bye, bye, darlings. Bye, bye, my darlings." she and her attendants were beamed out.

" _Heat levels rising."_ The Computer warned.

"Reset the computer." Moxx flailed his arms around.

"Doctor, where is Rose?"

"Only the Steward would know how." Jabe told the Moxx.

"No. We can do it by hand." The Doctor avoided Katherine's eyes. "There must be a system restore switch."

"Doctor, where is Rose?" She insisted, on the verge of hitting him until he answered her.

"Jabe, Katherine, come on." He headed for the doors. "You lot, just chill."

"Where is she Doctor?" Katherine asserted.

"She's stuck. In the Gallery." He finally answered. "And the only way we can save her is if we can reset the computer, so come on!"

At that Katherine grabbed his hand and pulled him to run faster. Jabe followed behind.

" _Heat levels critical."_ The computer announced as they entered the engine room.

"Oh. And guess where the switch is."

For those who didn't know, the switch was on the other side of the turning razor sharp fans.

" _Heat levels rising. Heat levels rising."_

The Doctor pulled down a beaker lever and the fans slowed a little, but they reset as soon as he let go.

" _External temperature five thousand degrees."_

Katherine rushed forward and pulled off her shirt and wrapped it around the lever, left in just her camisole.

"You can't. The heat's going to vent through this place." The Doctor warned her.

"I know." Katherine tried to smile but it came out strained. It had already started to vent trough.

"Katherine, you're going to burn your hands off."

"Then stop wasting time, Time Lord." Jabe intervened, saving Katherine from having to argue.

" _Heat levels rising. Heat levels rising."_

"Yeah I can feel that, thanks." the Time Lady muttered.

The Doctor turned and carefully manoeuvred around the first fan.

" _Heat levels hazardous."_

"Jabe, get out of here." Katherine forced out, trying to ignore the feeling of her skin starting to sizzle.

"No!" Jabe argued.

"Jabe, the heat is going to vent trough here, weren't you listening? You're made of wood, don't die for no reason. Try to find a room without windows." she ordered trough clenched teeth.

Jabe nodded at her and ran out of the room.

" _Shields malfunction. Shields malfunction. Shields malfunction."_

The Doctor stopped in front of the second fan, turning around to see Jabe gone, Katherine clutching the lever despite the charring of her skin, her shirt having caught on fire and thankfully falling off, not burning her further. She nodded at him tiredly and he turned back around, running past the second fan as well.

Katherine cried out as she felt her hands slipping on her sweat and blood. She clutched the lever tighter. She decided that she had to take a risk as the Doctor was still standing before the last fan. She sent an idea to the very edge of his consciousness and then cursed as the loss of concentration caused her to let go of the lever. She fell to the floor partly unconscious. She tried to get up and grab the lever again, but she couldn't move a muscle.

" _Planet explodes in ten, nine, eight, seven, six, five"_ Katherine felt the Doctor concentrate on time, and closed her eyes in relief. He could do this, she knew. She believed in him. She had always believed in him.

" _Four."_

"Raise shields!" Katherine heard the Doctor yell, and smiled weakly. She knew he would make it.

" _Exoglass repair. Exoglass repair. Exoglass repair."_ The computer finally had some good news.

Katherine heard footsteps coming towards her and tried getting up again, but couldn't. She let out a strangled groan.

"Katherine?" The Doctor asked, sounding concerned. She let out another groan.

She inhaled sharply as he picked her up bridal style, then laid her head on his shoulder and closed her eyes. She felt like the Sahara made a temporary move to her mouth, and the sand replaced her blood.

"Wa-water." She rasped out.

He adjusted his hold on her and somehow managed to get a bottle of water from his pocket. He gave it to her and she took it in a shaky hand and greedily drank all of it in one swing. As he continued to carry her towards the observation gallery she laid her head back on his shoulder and slowly slipped into the blessed -painless- darkness, the bottle falling from her weak grip.

∽··∽

Katherine woke up in the TARDIS med-bay, her mind was still a bit fuzzy from the heat. It felt like much longer. She heard footsteps coming up and tried to sit up, before the vertigo made her lie back down.

"Wait a moment." The Doctor said as he came into the room. He took hold of her arms and helped her sit up. She smiled at him gratefully.

"Thanks." She told him in her still raspy voice, looking around the med-bay. It was almost exactly the same as it was the last time she was here. The only difference was that the hexagonal shapes on the walls replaced the round ones.

"Oh, it's nothing, especially after you saved all our lives back on Platform One." He told her, smiling an unusually soft smile.

"Well, I can't take all the credit." Katherine said, feeling relief hitting her at the information that they were all safe and that she didn't lose Rose. "After all, it wasn't me who had to walk past razor sharp fans."

The Doctor laughed as he handed her a glass of water and a small blue pill.

"What's that?" She asked.

"It's for the vertigo and weakness you're feeling. The TARDIS recommended this one."

Katherine felt like she should address this issue before she slipped up on the fact that she knew the TARDIS was sentient.

"The TARDIS recommended it?" She used a confused tone, watching as he grabbed what she knew was skin regenerator ointment from a shelf.

"Yes. She's got the greatest data banks in the universe. So she recommended the best possible treatment for you." He explained, dragging a chair next to the bed she was sitting on. Katherine drank the pill and continued the conversation.

"She?" Katherine repeated as she swung her legs over the edge of the bed, already feeling better. "Ah, I get it. Men and their motors."

"No, it's not like that." he groaned. "The TARDIS doesn't even _have_ a motor."

"It's-the TARDIS is alive." He finally explained. "Not in a way you could understand, but she's alive. And she seems to swing more on the female side."

"Oh." She paused for a second. Then she turned to address one of the walls. "Thanks then, Tess."

The TARDIS hummed in amusement and happiness. The Doctor looked surprised and Katherine cursed herself for not being more careful. What if the use of the ancient nickname triggered his memories?

"Tess?" He repeated, confused. "How'd you get to Tess?"

He didn't seem to be in agony so she explained the reasoning behind the nickname she gave when she was still a time tot, barely seven years old. "From the TARDIS. You start with 't', and then skip the other letters 'till you get to the 's'. T...s. And you get Tess."

The Doctor seemed amused.

"You came up with that rather quickly."

"I always give people I like nicknames. I don't see why I shouldn't do the same with sentient ships." She said.

"Alright." He consented, sitting on a stool next to her bed. "Come on, give me your hands."

Katherine finally looked down to her hands and saw that they were covered with new, pinkish skin. For more serious burns the ointment had to be used twice, and it was obvious one layer had already been applied. She held out her hands, holding back a shiver that wanted to rush through her as he took them gently and started putting a layer of the garish orange cream on.

"While we're on the subject, do you have a nickname? You said I couldn't call you Doc." Katherine asked, hoping he would tell her his academy nickname as she used to almost always call him by it, as she couldn't exactly go around calling him by his Name. It was very probable she'd slip up with that.

"People call me the Doctor." He told her flatly, not looking up.

"Yeah, but you have to have had a nickname sometimes. Not even in school?" She prompted.

"Well, they used to call me Theta Sigma back at the Academy." He allowed, finally meeting her eyes.

"Alright then." She smiled. "Theta it is."

He seemed to be torn between exasperated and happy.

"There we go!" He exclaimed. "All done."

Katherine watched as the ointment rapidly absorbed in her skin, the ugly orange mercifully vanishing, leaving her skin perfectly healthy.

"Where's Rose?"

"She's in the kitchen, drinking some tea." He replied as he stood up.

"Come on. I want to show you two something."

∽·∽

The Doctor, Katherine and Rose exited the TARDIS with Katherine in the middle. Her right hand was holding the Doctor's while Rose clutched her left. They looked around, seeing it was just an ordinary day on Earth, the street they were in teeming with people. A baby was crying somewhere, and a man laughing. A boy was selling newspapers on the corner. Rose looked around at ordinary people, living their lives with tears in her eyes.

"You think it'll last forever," The Doctor started. "-people and cars and concrete, but it won't." Katherine clutched his hand tighter.

"One day it's all gone. Even the sky. My planet's gone." Katherine couldn't help that traitorous little tear that spilled over down her cheek. Oh, how she missed Gallifrey. The pain of the emptiness in her head, the knowledge that all her family and friends were dead and the quiet, raw pain in the Doctor's voice as he talked about it made her want to screech in agony.

"It's dead." The Doctor continued. "It burned like the Earth. It's just rocks and dust before it's time."

Another tear slipped past, and Katherine swore it would be the last before she was able to huddle in her bed and sob in earnest.

"What happened?" Rose asked, and her innocent, kind, presence working like a balm on her damaged hearts.

"There was a war, and we lost." The Doctor answered shortly.

"A war with who?" Rose asked. The Doctor stayed silent.

"What about your people?" Katherine asked. Maybe the Doctor wasn't the only one to escape, but the other Time Lord or Lady just decided not to travel with him.

"I'm a Time Lord." The Doctor started. "I'm the last of the Time Lords." Katherine pushed away the bitter disappointment.

"They're all gone." The Doctor continued. "I'm the only survivor. I'm left travelling on my own 'cos there's no one else."

Katherine wished she could tell him that he wasn't the last, she was there, but held her tongue.

She settled with "There's me." and a comforting squeeze of his hand.

"And me." Rose joined.

"You've seen how dangerous it is. Do you want to go home?"

"No." Katherine replied confidently.

Rose was a bit more hesitant.

"I don't know. I want-" She stopped and breathed in slowly. "Oh, can you smell chips?"

"Yeah. Yeah." The Doctor laughed.

"Yep." Katherine agreed.

"I want chips." Rose said.

"Me too." The Doctor and Katherine spoke at the same time.

"Right then, before you get me back in that box, chips it is, and you can pay." Rose said and started pulling them towards a nearby chip shop.

"No money." The Doctor said, still laughing.

"What sort of date are you?" Rose joked. "Come on then, tightwad, Katherine can pay."

Katherine let out an indignant noise which was laughed at by her companions.

"We've only got five billion years till the shops close."


	4. Chapter 4

**The unquiet dead**

 **DISCLAIMER: I do not own _Doctor Who_ or it's characters _._**

 **CLAIMER: I do own Katherine and a now different and a bit less old but equally usless laptop that had been fighting me for two weeks now. If you were wondering, yes, I am blaming the laptop for my procastination.  
**

Katherine was lying on the comfortable bed that came with her new room in TARDIS, spent from her violent sobbing session that lasted over an hour and was the result from her releasing the pent-up emotions she'd been pushing down for the last two days. She wasn't sure whether she was disappointed or glad that the room was almost completely different from the one she used to share with the Doctor. Had it been the same, she would have probably been constantly reminded of what used to be, would have probably had moments where she forgot the Doctor didn't remember her and as such would just have been in a constant state of pain. But still, the comforting familiarity of that room will be definitely missed.

The bed she used to share with the Doctor had been huge, taking up most of the room and really low- less than 10 centimetres above the floor, contrasted by the bed she had in this new room - queen sized, firm and coming up to her waist. The warm blue walls of her new room were interspersed with red motifs and there was a splattering of small beige and burgundy shag carpets on the wooden floors. A big bookcase covered an entire wall and -the only thing that remained the same- the ceiling was a view of the Kasterborous galaxy as it was seen from Gallifrey.

Next to the bed was an ornate night desk with a Globus lamp-a gift she got from Sarah, and a digital picture frame that was currently showing Susan and Barbara, both grinning and in the process of dumping a bucket of what Katherine knew to be icy cold water on an unsuspecting first regeneration of said Time Lady. It was pre-set to show a different picture every three minutes, and Katherine had spent a good half an hour just watching the images rotate after the first shock of seeing a shot of her, Doctor and Romana grinning at the camera - similar to the shock she got when she saw her Name carved in circular gallifreyan into the antique door of her room. She was concerned at first about the Doctor seeing it but as the TARDIS showed her, as soon as someone approached, the carvings would disappear to be replaced with her Title.

She spent a few more moments of looking at the pictures, and then changed into some comfy pyjamas that consisted of cotton shorts and a too big T-shirt. She took The Hunger Games trilogy and settled in her bed comfortably for the night, reading a book she had missed re-reading during her stay in the early 2000s. She wasn't ready to face her real life struggles yet, so she decided to get lost in the world of fiction. After all, it wasn't like her problems were going to disappear.

∽··∽

The Doctor and Rose were talking in the kitchen as Katherine stumbled in, not fully awake. After reading the books she had unfortunately dosed off for about an hour or so and was now in desperate need of coffee. She mumbled a half-hearted "Mornin'." as she fumbled with a cup as she tried to figure out where the coffee was. Luckily, Rose came to her rescue and handed her a perfectly made, hot, Turkish coffee. Katherine sipped it slowly, savouring the taste, only half aware of Rose's amused, and the Doctor's bewildered looks. As she drank the coffee, the world slowly came into focus, so she finally acknowledged the other people in the room.

"Good morning." She smiled, sending Rose a thankful look, getting two 'Good morning's back.

"How'd you make the coffee? You can barely make expresso." She asked, knowing she was putting it mildly. The only thing Rose could make was tea. She took after her mother that way, though Jackie could make a great coffee. "Did the TARDIS help you?

"I made it, actually." The Doctor said in a slightly indignant tone. He really didn't like not being in the centre of attention. Not that Katherine forgot he was there. She was acutely aware of his presence at every moment, as well as the fact that she didn't feel his mental presence when she really should. It _was_ her fault that she couldn't, but it was still extremely unnerving.

"Well then." Katherine looked at him, smiling. "You make some amazing coffee."

And as they all sat down and enjoyed a wonderful, TARDIS provided, breakfast, Katherine managed to mostly ignore the pain of a cut off bond and allowed herself to revel in the friendly atmosphere, in just relaxing with her husband (even if he didn't know he was her husband), her ship and her best-friend. And as they explored the TARDIS, and later watched the Andromeda galaxy from outer space, she was happy.

∽··∽

Katherine had just managed to convince the Doctor that they had to make a break before another adventure, making the argument that she and Rose (just Rose, really) were humans that required sleep and as such would be useless on an adventure without it, and almost had to resort to the I-got-wounded-and really-need-rest card. Rose had trudged off to find her room, Katherine waving her off when the Doctor stopped her form following the human. She looked at him for a moment, waiting for him to start talking, and saw that he looked to be in deep thought before he shook himself out of it and focused on her.

"So, what's your choice?"

"What?" Katherine asked, not understanding.

"You told Rose that she should pick the first trip, but you'll choose the next. What is your choice?"

"Ah." Katherine said. It was strange as he seemed to actually be a bit nervous as he waited for her to answer, though he certainly tried to hide it.

"The past." she told him. "But Earth past. I don't think I'd know the difference otherwise."

She had always found Earth in the pre-modern era charming, especially the middle ages. She would probably know the difference on most other planets, but the Doctor really _didn't_ need to know that.

"All right then." his smile was softer that usual as he looked at her. "Past it is. Fantastic."

∽··∽

"Hold that one down!" The Doctor was yelling as Katherine ran into the console room, barely managing not to fall down from all the jerking of the TARDIS. She had been deeply immersed in the world of Harry Potter when the shaking snapped her out of it.

"I'm holding this one down." Rose shrieked back.

"Well, hold them both down!"

"Oh, I'm going to hold it." Katherine cut in, finally making it to the console and holding the lever down, at the same time flipping a few switches that would've stabilised the TARDIS' flight if it wasn't for the Doctor pushing the button that negated the switch's purpose.

"It's not going to work." Rose yelled.

"What's not going to work?" Katherine asked.

"Oi! I promised you a time machine and that's what you're getting." The Doctor told Rose, answering Katherine's question at the same time. "Now, you've seen the future, let's have a look at the past. 1860. How does 1860 sound?"

"Sounds good."

"What happened in 1860?" Rose asked.

"I don't know, let's find out." He grinned. "Hold on, here we go!"

He pulled the lever and the TARDIS materialised roughly and the three of them fell to the floor.

"Blimey! I thought you knew how to fly this thing." Rose accused as she got up, stopping the Doctor's laughter. "But you don't, so you've gone and woke her up with your terrible driving."

"Oi!"

"Hang on, hang on. Were you going to go without me?" Katherine asked, slightly incredulous.

"No." Rose answered. "It's just, the last trip went really bad for you so I figured we'd surprise you with a nice trip to the past. I know how much you love history."

"My driving's not bad!" The Doctor complained.

"Oh yeah?" Katherine teased, content with Rose's explanation. "And did you do your driving test? 'cause it doesn't seem like it."

Katherine, of course, knew that he did and failed - multple times, but it was so much fun teasing him.

"I didn't." He forced out. He cleared hid throat. "Are you all right?"

"Yeah. I think so." Rose answered.

"Fine." Katherine said. "I'm just trying to figure out how it was supposed to be a surprise when I _told_ you I wanted to go to the past on the next trip."

"Nothing broke- _What!?"_

"Well you certainly seemed surprised when you ran into the room." the Doctor tried to joke only to be met with matching glares.

"Alright, sorry. Rose here just seemed so exited about surprising you I didn't have the hearts to tell her."

Rose seemed about ready to rip his head off when she remembered where they were. All the anger seemed to instantly evaporate to be replaced with glowing excitement.

"Did we make it? Where are we?"

"I did it." The Doctor exclaimed, looking at the monitor. "Give the man a medal. Earth, Naples, December 24th, 1860."

"That's so weird." Rose said.

"It's Christmas." Katherine smiled. That was her favourite Earth holiday.

"All yours." He smiled and gestured to the door.

"But, it's like, think about it, though." Rose started, in awe. "Christmas. 1860. Happens once, just once and it's gone, it's finished, it'll never happen again."

"Except if you've got a time machine." Katherine put in with a smile before letting Rose finish, knowing how wondrous travelling with the Doctor is.

"You can go back and see days that are dead and gone a hundred of thousands sunsets ago. It's no wonder you never stay still."

"Not a bad life." The Doctor remarked, smiling softly.

"Better with three." Rose sad and they smiled at each other. "Come on, then." Rose beckoned, grabbing Katherine's hand and running for the door.

"Hey, where do you think you're going?" The Doctor stopped them.

"1860." Rose responded flatly.

"Go out there dressed like that, you'll start a riot, Barbarellas." The Doctor said. Katherine looked down on herself and had to agree, she was still in her pyjamas, a wide T-shirt and cotton shorts.

"There's a wardrobe through there." He gestured to the corridor to the inside of the TARDIS. "First left, second right, third on the left, go straight ahead, under the stairs, past the bins, fifth door on your left. Hurry up!"

Katherine took Rose's hand and pulled her with her. She ignored the Doctor's instructions as she knew the TARDIS would put the wardrobe where they could easily find it. She was slightly surprised at how giddy she was over this trip, but then again, she did always adore Earth history.

∽··∽

Rose and Katherine entered the console room, both dressed up for the period they were in. Unlike Rose, who had gone for a red and black off the shoulder corseted dress with a burgundy skirt, Katherine had gone for a bit lighter version. Her dress was also corseted, but was a light blue with black lining. She had curled her hair into tight ringlets and twisted it into a high bun using the TARDIS' hairstyle machine. She had wanted to style Rose's hair in it too, but she was against putting her head in a strange machine. She didn't seem to have a problem with getting in a strange TARDIS with an alien though.

The Doctor got up from where he had been lying under the console, trying- and failing- to fix the TARDIS.

"Blimey!" He exclaimed softly, and Katherine couldn't help but feel like he was looking at her more then Rose, though that was probably wishful thinking.

"Don't laugh." Rose laughed.

"You look beautiful,"

"Considering." He turned back to the console.

"Considering what?" Rose asked, insulted.

"That you're human." The Doctor answered and Katherine smiled.

"I'm taking that as a compliment." Katherine said. "What do you think, Rose?"

"Yeah, me too. Aren't you going to change?" She asked the Doctor who was still in his jeans and jumper.

"I've changed my jumper. Come on." He moved to go to the door.

"You stay there." Rose stopped him, pulling Katherine towards the door. "You've done this before. This is ours."

Rose opened the door and stared at the falling snow in awe. Katherine nudged Rose to go first. She gingerly stepped into the snow, looking at her footprint before Katherine playfully pushed her out. Katherine ran out and spun happily in the snow, hearing Rose laugh.

"Ready for this?" The Doctor asked, offering each of them an arm. "Here we go." He smiled down at Katherine. "History."

The Doctor, Katherine and Rose walked down the street where a choir was singing God Rest Ye Merry Gentlemen. There were carriages driving by, people walking happily- just enjoying the wonderful evening. The Doctor stopped by and bought a newspaper from an old man. He looked at it for a moment, before sighing in disappointment.

"I got the flight a bit wrong." He admitted. Katherine knew that. It wasn't 1860, it was 1869, and this was definitely not Naples (the Doctor had taken her there in his eight regeneration), but she didn't really care.

"I don't care." Rose echoed her thoughts.

"It's not 1860, it's 1869." He explained.

"I don't care." Katherine and Rose said together, smiling at each other.

"And it's not Naples." He continued.

"I don't care."

"It's Cardiff." The Doctor finally admitted with a faint note of disgust making Rose stop in her tracks.

"Right."

"Oh, come on." Katherine laughed. "What's wrong with Cardiff?"

Rose seemed to be about to explain it to her when they heard the screams coming from the theatre.

"That's more like it!" The Doctor laughed, running towards the theatre, pulling Rose and Katherine by hand.

As they entered they saw a blue gas entity coming out of an old woman and flying around the auditorium.

"Fantastic." The Doctor laughed.

"Did you see where it came from?" The Doctor asked the man on the stage he and Katherine ran to.

"Ah, the wag reveals himself, does he?" The man accused. "I trust you're satisfied, sir!"

"Oi! Leave her alone!" They heard Rose shout. "Doctor, Katherine, I'll get them."

"Be careful!" Katherine yelled as she and the Doctor climbed up on the stage.

"Did it say anything?" The Doctor asked the man. "Can it speak? I'm the Doctor, by the way."

"I'm Katherine."

"Doctor? You look more like a navvy." The man remarked, making Katherine laugh.

"What's wrong with this jumper?" The Doctor asked Katherine who just patted his hand consolingly.

They watched as the blue entity flied into a gas light.

"Gas! It's made of gas." The Doctor realised. Katherine took his hand and ran towards the exit.

"Rose!" Katherine and the Doctor yelled as they saw her being pushed into a hearse which started to drive away.

"You're not escaping me, sir and ma'am." The man followed them. "What do you know about that hobgoblin, hmm? Projection on glass, I suppose. Who put you up to it?"

"Yeah, mate. Not now, thanks." The Doctor dismissed him as Katherine pulled him towards a nearby carriage. "Oi, you! Follow that hearse!" He commanded as they got in.

"I can't do that, sir." The driver said.

"And why the hell not?" Katherine demanded. Her friend was kidnapped and taken Omega knew where, she had every right to be impatient.

"I'll tell you why not." The man who still followed them said. "I'll give you a very good reason why not. Because this is my coach."

"Well, get in, then." The Doctor pulled the man in.

"Move!" Katherine commanded and the carriage finally moved.

"Come on, you're losing them." Katherine urged.

"Everything in order, Mister Dickens?" The driver asked, making Katherine and the Doctor stare.

"No! It is not!" _Mister Dickens_ replied irritably.

"What did he say?" The Doctor asked.

"Let me say this first. I'm not without a sense of humour." Dickens started.

"Dickens?" Katherine repeated.

"Yes."

"Charles Dickens?" The Doctor was equally awed.

"Yes."

"The Charles Dickens?"

"Should I remove the gentleman and his lady, sir?" The driver asked.

"Charles Dickens? You're brilliant, you are." Katherine rolled her eyes as the Doctor started rambling. She was a fan of Dickens herself, but now was really not the time.

"Completely one hundred percent brilliant. I've read them all. Great Expectations, Oliver Twist and what's the other one, the one with the ghost?"

"A Christmas Carol?" Dickens seemed to be something between flattered and flabbergasted.

"No, no, no, the one with the trains."

"The Signal Man?" Katherine offered.

"The Signal Man, that's it. Terrifying! The best short story ever written. You're a genius." The Doctor exclaimed.

"You want me to get rid of them, sir?" The driver asked again.

"Er, no, I think they can stay." Dickens said, still a bit confused and obviously flattered. Katherine rolled her eyes at the classical example of how easy it was to win over men with nothing but a bit of flattery.

"Honestly, Charles. Can I call you Charles? I'm such a big fan." Katherine knew the Doctor enjoyed his literature, but she didn't expect him to… _fangirl_ so much.

"A what? A big what?" Charles was looking more and more confused and Katherine's patience was running out.

"Fan. Number one fan, that's me." The Doctor grinned, making Katherine roll her eyes at his obliviousness.

"Never mind that, hurry up!" Katherine cut in.

"How exactly are you a fan? In what way do you resemble a means of keeping oneself cool?"

"No, it means fanatic, devoted to. Mind you, I've got to say, that American bit in Martin Chuzzlewit, what's that about? Was that just padding or what? I mean, it's rubbish, that bit." The Doctor continued.

"I thought you said you were my fan." Dickens was insulted.

"Hurry up!"

"Ah, well, if you can't take criticism. Go on, do the death of Little Nell, it cracks me up." The Doctor stopped, flinching as Katherine not so gently elbowed him in the ribs. "No, sorry, forget about that. Come on, faster!"

"Who exactly is in that hearse?" Dickens asked.

"Our friend." The Doctor said. "She's only nineteen. It's my fault. She's in my care, and now she's in danger."

"It's not your fault." Katherine said.

"Why are we wasting my time talking about dry old books? This is much more important. Driver, be swift! The chase is on!" And all of a sudden, Katherine really liked the famous writer.

"Yes, sir!" The carriage sped up.

"Atta boy, Charlie." Katherine said, smiling.

"Nobody calls me Charlie." Dickens said, and Katherine could see that he was blushing a bit.

"The ladies do." The Doctor laughed.

"How do you know that?" _Charlie_ was definitely blushing now.

"I told you, I'm your number one-"

"Number one fan."

Katherine was about to rib the Doctor gently when the carriage stopped.

Charles Dickens knocked on the door with a knocker. Katherine couldn't help but smile at the irony despite the situation. A young girl in a maid's outfit opened it.

"I'm sorry, sir. We're closed." She seemed rather frightened. Katherine frowned.

"Nonsense." Dickens cut her off. He seemed to be fond of doing that. "Since when did an Undertaker keep office hours? The dead don't die on schedule. I demand to see your master."

Katherine frowned at the rough tone he used with the obviously scared young girl.

"He's not in, sir." The maid tried to smile as she started to close the door.

"Don't lie to me, child." Dickens yelled as he pushed the doors open and Katherine refrained from hitting him. "Summon him at once."

"I'm awfully sorry, Mister Dickens, but the master's indisposed." The girl said as a gas lamp behind her flickered.

"Having trouble with your gas?" The Doctor asked cheerfully.

"Oh my God." Katherine said, not sure whether to laugh or cry from embarrassment.

"What the Shakespeare is going on?"

The Doctor went past the girl and towards the lamp. He leaned on the wall.

"You're not allowed inside, sir."

Katherine followed him in.

"There's something inside the walls." The Doctor murmured as he pressed an ear to the wall.

"The gas pipes. Something's living inside the gas." The Doctor said. Katherine was about to ask the girl about it when she heard a familiar voice.

"Let me out! Open the door!"

Katherine immediately ran up the stairs towards Rose, the Doctor a step behind.

"That's her." The Doctor announced.

"Please, please, let me out!"

Katherine ignored the man she and the Doctor ran by as he yelled something. She was going to kill him if Rose got hurt and it was his fault.

"Let me out! Somebody open the door!" Rose yelled as she banged on the door. "Open the door!"

The Doctor kicked the door in and they saw a corpse was holding Rose.

"I think this is my dance." The Doctor quipped as he pulled Rose away from the corpses. Katherine immediately hugged Rose, relieved.

"You really like scaring me, don't you?" She asked Rose who just smiled at her.

"It's a prank. It must be. We're under some mesmeric influence." Dickens murmured.

"No, we're not. The dead are walking." The Doctor said merrily.

He turned to face Rose and Katherine "Hi."

"Hi." Rose breathed. "Who's your friend?"

"Charles Dickens." Katherine answered.

"Okay."

"My name's the Doctor. Who are you, then? What do you want?" The Doctor asked the cadavers.

The old woman and the young man replied, multiple voices overlapping as they spoke.

"Failing. Open the rift. We're dying. Trapped in this form. Cannot sustain. Help us."  
They screamed the gas left the corpses and they collapsed as it returned to the gas lamp. Katherine couldn't shake the feeling that there was something off about those creatures.

∽··∽

They'd moved to the living room, the maid –Gwyneth- pouring tea, and, Katherine suspected, something stronger for the 19th century men. It was rather clear to her that Mr. Sneed was scared, not only of ghosts but of the time travellers too - and for good reason, as Rose was showing her gift for yelling and making you feel smaller than an ant.

"First of all you drug me, then you kidnap me, and don't think I didn't feel your hands having a quick wander, you dirty old man." The Doctor was laughing into his chin, obviously amused, and Katherine knew it was a sight, a grown man cowering before a nineteen year old girl. That didn't mean that she wasn't on the edge of attacking said grown man, and teaching him some manners. She was a protective person, but it seemed all the more so with Rose - who was often far too trusting. She was barely more than a child, and the thought of anyone taking advantage of her made Katherine's blood boil.

"I won't be spoken to like this!"

"Then you stuck me in a room full of zombies! And if that ain't enough, you swan off and leave me to die! So come on, talk!"

"It's not my fault." Mr. Sneed tried to defend himself. "It's this house. It always had a reputation. Haunted. But I never had much bother until a few months back, and then the stiffs," He stopped himself a moment too late. "-the, er, dear departed started getting restless."

"Tommyrot." Dickens muttered, and Katherine rolled her eyes. She noticed it was quite a common gesture for this regeneration.

"You witnessed it. Can't keep the beggars down, sir. They walk. And it's the queerest thing, but they hang on to scraps."

Gwyneth placed the Doctor's and Katherine's cups on the mantelpiece close to where they were standing.

"Two sugars, sir, just how you like it. And a coffee for you ma'am." The Doctor smiled at her as she walked off.

"How did she…" Katherine asked, confused, to which the Doctor just shrugged.

"One old fellow who used to be a sexton almost walked into his own memorial service. Just like the old lady going to your performance, sir, just as she planned." Sneed was still talking.

"Morbid fancy."

"Oh, come on, Charles, you were there." Katherine couldn't believe that someone with a mind as brilliant as Dickens' was could deny something they saw with their own eyes.

"I saw nothing but an illusion."

"If you're going to deny it, don't waste my time. Just shut up." The Doctor snapped.

"What about the gas?" Katherine asked Sneed.

"That's new, ma'am." Sneed answered haltingly. "Never seen anything like that."

"Means it's getting stronger, the rift's getting wider and something's sneaking through." The Doctor concluded.

"What's the rift?" Rose asked.

"A weak point in time and space. A connection between this place and another. That's the cause of ghost stories, most of the time." The Doctor explained.

"That's how I got the house so cheap." Sneed realised. "Stories going back generations." Katherine sighed as Dickens left the room, slamming the door.

"Echoes in the dark, queer songs in the air, and this feeling like a shadow passing over your soul." Sneed explained. "Mind you, truth be told, it's been good for business. Just what people expect from a gloomy old trade like mine."

The Doctor went to follow Dickens but Katherine and Rose trailed after Gwyneth.

As Gwyneth lit the gas lamp, Rose started the washing up, Katherine helping her.

"Please, misses, you shouldn't be helping. It's not right." Gwyneth objected.

"Don't be daft." Rose said. "Sneed works you to death." Gwyneth held out a hand, and waited until Rose reluctantly gave the scrubber to her. "How much do you get paid?"

"Eight pound a year, miss."

Katherine nodded approvingly.

"How much?" Rose asked disbelievingly.

"I know." Gwyneth nodded. "I would've been happy with six."

"So, did you go to school or what?"

"Of course I did." Gwyneth replied. "What do you think I am, an urchin? I went every Sunday, nice and proper."

"What, once a week?" Rose asked and Katherine laughed at her face.

"We did sums and everything. To be honest, I hated every second." Gwyneth confided in them.

"Me too." Rose laughed.

"Really?" Katherine asked. "Am I the only person who liked school?"

"Yes." Rose deadpanned. Katherine elbowed her playfully.

"Don't tell anyone." Gwyneth started in a conspiratory voice. "But one week, I didn't go and ran on the heath all on my own."

"I did plenty of that." Rose laughed. "I used to go down the shops with my mate Shareen. We used to go and look at boys."

"Well, I don't know much about that, miss." Gwyneth sobered up and turned to rinse some dishes.

"Come on, times haven't changed that much." Rose said. "I bet you've done the same."

"Rose, don't."

"I don't think so, miss." Gwyneth said.

"Gwyneth, you can tell us. I bet you've got your eye on someone." Rose insisted.

"I suppose." Gwyneth admitted. "There is one lad. The butcher's boy. He comes by every Tuesday. Such a lovely smile on him."

"I like a nice smile." Katherine smiled herself. The Doctor had a great smile in all of his regenerations, though she might be the slightest bit biased.

"Good smile, nice bum." Rose put in, making Katherine have to resist a facepalm.

"Well, I have never heard the like." Gwyneth said, scandalised.

"Ask him out. Give him a cup of tea or something, that's a start." Rose prompted.

"I swear it is the strangest thing, miss." Gwyneth told Rose. "You've got all the clothes and the breeding, but you talk like some sort of wild thing."

"Maybe I am." Rose said. "Maybe that's a good thing. You need a bit more in your life than Mister Sneed."

"Oh, now that's not fair." Gwyneth said. "He's not so bad, old Sneed. He was very kind to me to take me in because I lost my mum and dad to the flu when I was twelve."

"Oh, I'm sorry." Rose said.

"My condolences." Katherine offered, though she knew those words rarely helped. She was no stranger to loss.

"Thank you, miss, ma'am." Gwyneth smiled. "But I'll be with them again, one day, sitting with them in paradise. I shall be so blessed. They're waiting for me."

Katherine smiled at her faith.

"Maybe your dad's up there waiting for you too, miss. And your family ma'am." Gwyneth said.

"Maybe." Rose said.

"Who told you they were dead?" Katherine asked, a bit disturbed.

"I don't know. Must have been the Doctor." Gwyneth said, turning back to the dishes.

"My father died years back." Rose said. Katherine tried to refrain from interrogating the girl she found she really liked.

"But you've been thinking about him lately more than ever." Gwyneth said.

"I suppose so."

"How do you know all this?" Katherine couldn't help but ask.

"Mister Sneed says I think too much. I'm all alone down here. I bet you've got dozens of servants, haven't you, miss, ma'am?"

"No, no servants where we're from." Rose laughed.

"No servants, no." Katherine smiled.

"And you've come such a long way." Gwyneth said, her eyes focused on Rose.

"What makes you think so?" Rose asked.

"You're from London." Gwyneth said. "I've seen London in drawings, but never like that. All those people rushing about half naked, for shame." She frowned. "And the noise, and the metal boxes racing past, and the birds in the sky, no, they're metal as well. Metal birds with people in them. People are flying. And you, you've flown so far. Further than anyone." She turned to Katherine. "The things you've seen. The pain, all the death. The darkness," She turned back to Rose. "-the big bad wolf." She inhaled sharply and backed away. "I'm sorry. I'm sorry, miss."

"It's all right." Rose said, and Katherine stepped forward to clasp Gwyneth's hand.

"It's fine, Gwyneth." She smiled reassuringly - the girl was obviously frightened.

"I can't help it. Ever since I was a little girl, my mam said I had the sight. She told me to hide it."

"But it's getting stronger." The Doctor said, making them jump. "More powerful, is that right?"

"All the time, sir." Gwyneth bowed her head. "Every night, voices in my head."

"You grew up on top of the rift. You're part of it. You're the key." The Doctor explained.

"I've tried to make sense of it, sir, ma'am." She looked between the Doctor and Katherine. "Consulted with spiritualists, table rappers, all sorts."

"Well, that should help. You can show us what to do." The Doctor said.

"What to do where, sir?"

"We're going to have a séance."

∽··∽

"This is how Madam Mortlock summons those from the Land of Mists, down in big town." Gwyneth explained as they all sat down around a table in the living room. "Come, we must all join hands."

"I can't take part in this." Dickens said getting up.

"Humbug? Come on, open mind." The Doctor prompted.

"This is precisely the sort of cheap mummery I strive to unmask." Charles explained. "Séances? Nothing but luminous tambourines and a squeeze box concealed between the knees. This girl knows nothing."

"Yeah, well _this_ girl is going to kick you if you keep being rude to Gwyneth." Katherine said, fed up.

"Now, don't antagonise her." The Doctor agreed. "I love a happy medium."

"I can't believe you just said that." Rose muttered.

"You should've heard his gas joke at the door." Katherine whispered.

"Come on, we might need you." The Doctor said. Dickens finally sat down between Rose and Gwyneth. Katherine was sitting between the Doctor and Mr. Sneed.

"Good man." The Doctor said as they all joined hands. "Now, Gwyneth, reach out."

"Speak to us. Are you there? Spirits, come. Speak to us that we may relieve your burden."

Katherine looked up as the whispering started again.

"Can you hear that?" Rose asked.

"Nothing can happen. This is sheer folly." Dickens said.

"Look at her." Rose told him.

"I see them. I feel them." Gas tendrils drifted above their heads. Katherine couldn't supress the shiver at the chill in the air. The Doctor squeezed her hand, though he didn't seem to realise he did it.

"What's it saying?" Katherine asked. The Doctor was always better then her at Alien Languages. All she could make out was "Help."

"They can't get through the rift." The Doctor said. "Gwyneth, it's not controlling you, you're controlling it. Now, look deep. Allow them through."

"I can't!" Gwyneth cried.

"Yes, you can. Just believe it. I have faith in you, Gwyneth. Make the link." The Doctor encouraged her.

"Yes." Gwyneth breathed as blue silhouettes appeared behind her.

"Great God!" Sneed gasped. "Spirits from the other side."

"The other side of the universe." The Doctor said.

"Pity us." The blue ghosts talked with children's voices, Gwyneth talking with them. "Pity the Gelth. There is so little time. Help us."

"What do you want us to do?" The Doctor asked.

"The rift. Take the girl to the rift. Make the bridge." The Gelth said.

"What for?" The Doctor asked.

"We are so very few. The last of our kind. We face extinction." The Gelth said, making Katherine frown.

"Why, what happened?" Katherine questioned.

"Once we had a physical form like you, but then the war came."

"War? What war?" Dickens asked.

"The Time War." Katherine's hand tightened around the Doctor's. "The whole universe convulsed. The Time War raged. Invisible to smaller species but devastating to higher forms. Our bodies wasted away. We're trapped in this gaseous state." Katherine swallowed. Another species she had ruined, then.

"So that's why you need the corpses." The Doctor realised.

"We want to stand tall, to feel the sunlight, to live again. We need a physical form, and your dead are abandoned. They're going to waste. Give them to us."

"But we can't." Rose objected.

"Why not?" The Doctor asked.

"It's not. I mean, it's not-"

"Not decent? Not polite?" The Doctor started.

"It could save their lives, Rose." Katherine told her.

"Open the rift. Let the Gelth through. We're dying. Help us." The voices said as they went back into the gas lamps. "Pity the Gelth."

Gwyneth collapsed on the table and Katherine and Rose immediately jumped up to help her.

"Gwyneth?" Rose called.

"All true." Dickens mumbled.

"Are you okay?" Katherine asked.

"It's all true."

∽··∽

Katherine and Rose sat next to Gwyneth who they had laid on the chaise longue. Rose gently dabbed her forehead with a wet cloth.

"It's all right. You just sleep." Rose told her as she woke up and started to sit up.

"But my angels, miss." Gwyneth said. "They came, didn't they? They need me?"

"They do need you, Gwyneth. You're they're only chance of survival." The Doctor said.

"I've told you, leave her alone." Rose was concerned. "She's exhausted and she's not fighting your battles."

Katherine ignored them for a moment and handed Gwyneth a glass of water. "Drink this."

"Well, what did you say, Doctor? Explain it again. What are they?" Mr. Sneed asked.

"Aliens." The Doctor said.

"Like foreigners, you mean?"

"Pretty foreign, yeah." The Doctor agreed. "From up there." He pointed to the ceiling.

"Brecon?" Sneed asked.

"Close." He tried to put it into terms Sneed would understand. "And they've been trying to get through from Brecon to Cardiff but the road's blocked. Only a few can get through and even then they're weak. They can only test drive the bodies for so long, then they have to revert to gas and hide in the pipes."

"Which is why they need the girl." Dickens concluded, stumbling slightly over his words, a glass of some alcoholic drink in his hand.

"They're not having her." Rose immediately cut in.

"But she can help." The Doctor said. "Living on the rift, she's become part of it. She can open it up, make a bridge and let them through."

"Incredible." Dickens said. "Ghosts that are not ghosts but beings from another world, who can only exist in our world by inhabiting cadavers."

"Good system. It might work." The Doctor said

"You can't let them run around inside of dead people." Rose argued, standing up and walking to the Doctor.

"Why not? It's like recycling."

"Seriously though, you can't." Rose was angry.

"Seriously though, I can." The Doctor raised his voice.

"It's just wrong. Katie, tell him!" Katherine turned to Gwyneth, ignoring the arguing.

"Those bodies were living people. We should respect them even in death."

"Do you carry a donor card?" The Doctor asked.

"That's different. That's-" Rose started.

"It is different, yeah. It's a different morality. Get used to it or go home."

"Enough!" Katherine yelled. They were giving her a headache, and it didn't help that she couldn't decide which one of them was right. There was something - probably the combination of the rift and the buzzing in her head reminding her of the cut off Bond (she still couldn't completely tune it out though it was better the longer she was around the Doctor) but it was a bit hard for her to think.

"You heard what they said, time's short." The Doctor said softly. "I can't worry about a few corpses when the last of the Gelth could be dying."

"I don't care. They're not using her." Rose insisted.

"Stop it, you two." Katherine said. "Yes, the Gelth are dying, and yes, the solution we have is not the prettiest one, but we can't just let a whole race die." She stopped for a moment.

"Besides, it doesn't have to be a permanent solution. We can open the rift and let them trough and then- I don't know." She stopped barely stopped herself in time. A 21st century human definitely wouldn't know about the artificial body growing. "Isn't there a way to get them new bodies, or robots, some future or alien technology?"

"I can't believe you!" Rose said, while the Doctor sent her a grateful look. "They're still not using Gwyneth!"

"Don't I get a say, miss?" Gwyneth cut in.

"Look, you don't understand what's going on." Rose told her.

"You would say that, miss, because that's very clear inside your head, that you think I'm stupid." Gwyneth told her.

"That's not fair."

"It's true, though. Things might be very different where you're from, but here and now, I know my own mind, and the angels need me." Gwyneth said. "Doctor, Katherine, what do I have to do?"

"You don't have to do anything." The Doctor said.

"They've been singing to me since I was a child, sent by my mam on a holy mission. So tell me."

"We need to find the rift." The Doctor said. "This house is on a weak spot, so there must be a spot that's weaker than any other. Mister Sneed, what's the weakest part of this house? The place where most of the ghosts have been seen?"

"That would be the morgue." Mr. Sneed said.

"No chance you were going to say gazebo, is there?"

∽··∽

"Urgh. Talk about Bleak House." The Doctor said as they entered the cold basement in which were lots of corpses covered with white sheets.

"The thing is, Doctor, the Gelth don't succeed, 'cos I know they don't." Rose told him. "I know for a fact there weren't corpses walking around in 1869."

"Time's in flux, changing every second. Your cosy little world can be rewritten like that." The Doctor snapped his fingers. "Nothing is safe. Remember that. Nothing."

"Yeah, well done, Doctor." Katherine said sarcastically. "That's very reassuring."

She turned to Rose. "There are fixed points that always have to remain the same."

"Doctor, I think the room is getting colder." Dickens said.

"Here they come." Rose exhaled as a Gelth came out of a gas lamp by the door and stood under a stone archway. Despite its benign appearance and childish voice, there was- again- something _off_ about it.

"You've come to help. Praise the Doctor. Praise him."

"Promise you won't hurt her." Rose yelled.

"Hurry! Please, so little time. Pity the Gelth."

"I'll take you somewhere else after the transfer." The Doctor said. "Somewhere you can build proper bodies. This isn't a permanent solution, all right?" There was no answer.

"My angels. I can help them live." Gwyneth said.

"Okay, where's the weak point?" The Doctor asked.

"Here, beneath the arch."

"Beneath the arch." Gwyneth repeated as she stood under the arch, inside the Gelth.

"You don't have to do this." Katherine told her as she ran to her, the feeling of foreboding overwhelming her.

"My angels." Gwyneth said, cupping Katherine's cheek. Katherine stumbled back, startled by the telepathic reassurance.

"Establish the bridge. Reach out to the void. Let us through!"

"Yes, I can see you. I can see you. Come!"

"Bridgehead establishing."

"Come to me. Come to this world, poor lost souls!" The awe in Gwyneth's voice relaxed Katherine slightly. Perhaps she'd been wrong.

"It is begun. The bridge is made." the Gelth announced as Gwyneth opened her mouth and the blue gas started coming out of it.

"She has given herself to the Gelth."

"Rather a lot of them, there are." Dickens breathed and Katherine couldn't help but agree, the bad feeling she had about the Gelth returning tenfold.

"The bridge is open. We descend." The perception trick Katherine hadn't noticed before failed and the innocent ethereal blue images were replaced with threatening flame red creatures with sharp teeth, its voice deepening.

"The Gelth will come through in force."

"You said that you were few in number!" Dickens accused.

"A few billion. And all of us in need of corpses."

Katherine felt the feeling in her hand leaving her from the grip Rose had on it as the dead started getting up but didn't say anything, just squeezed back reassuringly and adjusted her own grip on the Doctor's hand.

"Gwyneth, stop this. Listen to your master. This has gone far enough. Stop dabbling, child, and leave these things alone, I beg of you!"

"Mister Sneed, get back!" Rose yelled but it was too late. A corpse grabbed Mr. Sneed and snapped his neck, a Gelth zooming into his mouth the second he died.

"I think it's gone a little bit wrong." The Doctor admitted and Katherine let out a strangled snort, pushing Rose behind her as the corpses advanced.

"I have joined the legions of the Gelth. Come, march with us." Mr. Sneed spoke in the voice of the Gelth.

"No."

"We need bodies. All of you. Dead. The human race. Dead."

"Gwyneth, stop them! Send them back now!" the Doctor yelled as they backed away from the advancing Gelth.

"Three more bodies. Convert them. Make them vessels for the Gelth."

"Doctor, I can't. I'm sorry. This new world of yours is too much for me. I'm so-" Dickens ran out of the morgue as the Doctor ushered Rose and Katherine behind a metal gate where the Gelth couldn't reach them, effectively leaving them without a way of escape.

"Give yourself to glory. Sacrifice your lives for the Gelth."

"I trusted you. I pitied you!" The Doctor accused.

"We don't want your pity. We want this world and all its flesh."

"Not while I'm alive."

"Then live no more."

"But I can't die. Tell me I can't." Rose begged. "Katie and I, we can't die, we haven't even been born yet. It's impossible for us to die. Isn't it?"

"I'm sorry."

"But it's 1869. How can I die now?"

"Time isn't a straight line. It can twist into any shape. You can be born in the twentieth century and die in the nineteenth and it's all my fault. I brought you here."

"It's not your fault." Katherine said firmly.

"Yeah, I wanted to come." Rose agreed.

"What about me? I saw the fall of Troy, World War Five. I pushed boxes at the Boston Tea Party. Now I'm going to die in a dungeon. In Cardiff."

"But it's not just dying. We'll become one of them."

"Oh stop whining you two, you're depressing me."

" _We're_ depressing you? The fact that you're about to die isn't?" Rose asked incredulously.

"Well I was always going to die someday; I just hoped it would be with a bit better company."

"Oh shut up." Rose smiled.

The rattling on the cage ended the brief moment of levity. "We'll go down fighting, yeah?"

"Yeah." the Doctor and Katherine agreed.

"Together?"

"Yeah." They all held hands as Rose burrowed her head in Katherine's neck.

"I'm so glad I met you." The Doctor said as he and Katherine's eyes met, his gaze earnest.

"Me too." Katherine said, matching the Doctor's smile.

"Me three." Rose mumbled, not lifting her head up from Katherine's neck, making them all laugh.

"Doctor! Doctor!" Dickens yelled as he ran back into the room. "Turn off the flame, turn up the gas! Now, fill the room, all of it, now!"

"What're you doing?" The Doctor asked while Katherine started unscrewing the gas pipe closest to her, barely resisting hitting herself for not thinking of it sooner.

"Doctor, maybe you could help me?" Katherine barbed, but was ignored.

"Turn it all on. Flood the place!"

"Brilliant. Gas."

"What, so we choke to death instead?" Rose asked sarcastically.

"Am I correct, Doctor? These creatures are gaseous."

"Fill the room with gas, it'll draw them out of the host. Suck them into the air like poison from a wound!"

"I hope, oh Lord," Dickens said as the corpses turned around from the time travellers and started on him. "-I hope that this theory will be validated soon, if not immediately."

"Plenty more!" the Doctor yelled as he ripped the gas pipe Katherine had been working on from the wall, making the Gelth leave the corpses instantaneously.

"Or, you could do that."

"It's working."

"Gwyneth, send them back. They lied. They're not angels." The Doctor said as they came out of the alcove.

"Liars?"

"Look at me. If your mother and father could look down and see this, they'd tell you the same. They'd give you the strength. Now send them back!"

"I can't breathe." Rose gasped and Katherine rushed to her, holding her up.

"Charles, get them out."

"I'm staying!" Katherine said firmly. Dickens was strong enough to get Rose out safely.

"I'm not leaving her." Rose said as she pulled her hand out of Dickens' grip.

"They're too strong." Gwyneth said.

"Remember that world you saw? Katherine and Rose's world? All those people. None of it will exist unless you send them back through the rift."

"You can do it Gwyneth." Katherine said.

"I can't send them back. But I can hold them. Hold them in this place, hold them here. Get out."

Katherine gasped as Gwyneth took out a box of matches out of her apron, and failed to hold back Rose when she rushed forward, only to be caught by the Doctor.

"You can't!"

"Leave this place!"

"Rose, Katherine, get out. Go now. I won't leave her while she's still in danger. Now go!"

Katherine went to stand by the door as Rose and Dickens left, unwilling to leave the Doctor alone.

"Come on, leave give that to me." he said, and that was exactly the reason why she had to stay.

"You can't, Doctor!"

"I thought I told you to leave." There was a strain in his voice.

"You also seemed to think I'm going to listen to you, but you were wrong."

The Doctor opened his mouth to argue but something in Gwyneth's face made Katherine hold up her hand to stop him. Her hand shook slightly as she put it on the girl's neck and she breathed out sharply.

"She's dead."

"I'm sorry." the Doctor said and Katherine wasn't sure whether he was talking to her or Gwyneth.

She ignored him for a moment and pressed a soft kiss to Gwyneth's forehead, like she sometimes does to Rose when she's upset, ignoring the tear that slid down her cheek. "Thank you."

The Doctor nodded solemnly at Gwyneth and grabbed Katherine's hand, pulling her into a run out of the house. They'd barely got out when it exploded.

∽··∽

Rose and Katherine were sitting on Rose's bed, drinking hot chocolate as provided by the TARDIS. Rose had her head in Katherine's lap, who was messing with the blonde hair absentmindedly.

"So." Katherine started. "How come you didn't bite my head off when you realised I stayed behind?"

Rose laughed. "I knew you would."

"Yeah?"

"It's just who you are. Besides, don't think I haven't noticed."

"Noticed what?" Katherine asked, genuinely confused.

"You saw your daughter in her. You would have never left her there without giving your best to save her."

"Yeah." Katherine choked out. "Yeah, I guess you're right."

She couldn't force herself to say anything else. She stayed with Rose until she fell asleep and then headed to the kitchen to leave the cups there.

∽··∽

The Doctor and Katherine sat in the kitchen, both lost in their thoughts. Katherine was once again sipping on hot chocolate as she'd found she couldn't concentrate on her reading, and sleep wouldn't come for a few days yet.

"I, um-" the Doctor broke the silence. "I overheard you and Rose talking."

"Of course you did." Katherine sighed in defeat.

"I'm sorry, but I have to ask. Your daughter?"

"I was married. Till three years ago." Katherine started as she reached beneath her shirt to pull out a plain silver wedding band hanging on an elaborate chain. She decided to tell him the version she told Jackie and Rose.

"And- um- there was a fire, that was mostly my fault. I had gone to put our daughter to sleep and he stayed up. I fell asleep with her and only woke up when she started crying to see the fire was at the doorstep. It started in the kitchen, I forgot to turn off the burner, and by the time I woke up he was already dead, as he was downstairs. I managed to get us out but she wasn't even one, and had ingested too much smoke. She didn't survive the night."

She started when the Doctor wiped the tears she didn't notice she was shedding. Most of the story was true actually, not counting the husband part. She'd given birth to her baby on Earth, after spending eight months in a healing come. She hadn't even known she was pregnant when she left on that last mission, she had been expecting to die when her battle TARDIS left her half dead on Earth, so it was a surprise to wake up in a hospital as Jane Doe and ready to give birth. She was lucky that her doctors chalked up her having two hearts to a birth defect, and even luckier that they miraculously hadn't given her any aspirin.

She was, of course, devastated when she felt the silence in her head and realised that Gallifrey was gone, that she was going to have a baby and the Doctor wasn't going to be there with her, but for her daughter she forced herself to live on. She found a nice house in a nice neighbourhood, and they lived a relatively happy life for half a year before her carelessness cost her something irreplaceable.

"I'm sorry." the Doctor shook her out of her remembrance. "I shouldn't have asked."

"It's all right." she told him as she stood up. "I think I'm going to bed."

"Of course. Good night."

"Good night, Doctor."

"And, Katherine?" he called after she turned her back.

"Yeah?"

"It wasn't your fault. Remember that."

What made everything worse was that she had to tell him about the death of his daughter when he didn't remember her. He seemed to be understanding now, but when he remembered there was every chance he'll hate her for it. She wouldn't blame him if he did - Omega knew she hated herself.

"Yeah, all right." she replied, not convinced.


End file.
